Jinsun, L.L.C. v. Alidad Mireskandari, 710 F. App'x 622

Jinsun, L.L.C. owned Luxeyard shares and orally agreed in April 2012 to sell 430,000 shares to Alidad for $56,000; Alidad received and later resold the shares but never paid Jinsun.
Jinsun sued for breach of the stock purchase agreement in Texas state court; defendant removed to federal court under diversity jurisdiction.
A five-day jury trial found (1) the stock agreement existed, (2) Alidad breached it, and (3) answered two damages questions: $56,000 (difference between agreed purchase price and amount paid) and $556,200 (difference between value of shares received and amount paid).
The district court required Jinsun to elect a damages measure; Jinsun elected the larger amount, but the final judgment awarded only $56,000 without detailed explanation.
Jinsun appealed, arguing the higher amount reflected restitution (or reliance) damages and was appropriate; Alidad argued Texas law limits recovery under an express sale contract to expectation damages (the $56,000).
The Fifth Circuit held that under Texas law, where an express contract governs the sale, recovery is limited to the contract price (expectation damages) and affirmed the $56,000 award.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Proper damages measure for breach of the express stock sale	Jinsun: jury’s larger figure ($556,200) represents restitution or reliance and fully compensates Jinsun for losses including expected benefits from Alidad’s promised efforts	Alidad: remedy limited to expectation damages under the express sale—$56,000 agreed price	Court: Affirmed expectation damages only; Jinsun may not recover beyond $56,000 under the express contract
Availability of restitution/quantum meruit despite express contract	Jinsun: restitution (or reliance) may apply to compensate for benefits conferred or lost opportunities	Alidad: quantum meruit not available where an express contract covers the subject matter	Court: Quantum meruit generally unavailable when an express contract exists; Jinsun failed to show an exception
Whether alleged promises to aid Luxeyard enlarge stock-sale damages	Jinsun: Alidad’s other promised services increased the expected value to Jinsun, so loss should be measured by stock value change	Alidad: fundraising/consulting promises were part of a separate consulting agreement; damages for those breaches belong to that contract	Court: Promises to benefit Luxeyard relate to retained shares or the separate consulting agreement; they do not increase damages for the executed stock sale

Quigley v. Bennett, 227 S.W.3d 51 (Tex. 2007) (discussing expectancy, reliance, and restitution measures of contract damages)
Murray v. Crest Constr., Inc., 900 S.W.2d 342 (Tex. 1995) (quantum meruit recovery typically unavailable where an express contract covers the services or materials furnished)