McLernon v. Dynegy, Inc.
347 S.W.3d 315
| Tex. App. | 2011Background
- McLernon joined Dynegy as EVP and executed a stock-purchase loan program promissory note to DASC in 2001.
- McLernon later signed a severance agreement and a replacement note in 2002; Dynegy assigned the note to itself.
- McLernon alleged Fraud in the inducement based on alleged misrepresentations by Dynegy related to the loan and severance terms.
- In 2004, Dynegy sued McLernon for the note; McLernon counterclaimed for fraud and other relief; multiple summary-judgment motions followed.
- Three Dynegy motions sought recovery totaling $2,645,807.60; one order later granted final summary judgment for $1,881,716.85 with costs and 5% post-judgment interest.
- McLernon challenged finality, arguing the last order lacked a sum-certain; the court concluded the judgments merged and modified to $1,881,716.85.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the judgment is final | McLernon: last order not final without sum. | Dynegy: three orders together yield final amount. | Finality achieved; modified to $1,881,716.85. |
| Whether Dynegy proved amount due and owner/holder status | McLernon challenges amount and status. | Dynegy proved $1,881,716.85 and owner/holder via assignments. | Dynegy proved amount due and owner/holder status; amount clarified to $1,881,716.85. |
| Whether disclaimer of reliance bars fraudulent-inducement claims | McLernon argues disclaimer ineffective to bar claims. | Dynegy argues disclaimer of reliance bars claim under Forest Oil/Schlumberger framework. | Disclaimer of reliance enforceable; fraudulent-inducement claim barred. |
| Whether severance agreement lacked consideration | McLernon asserts lack of consideration invalidates notes/agreements. | Dynegy contends there was consideration, including extension of repayment via replacement note. | Consideration found; agreements enforceable. |
| Whether McLernon's release in class-action settlement bars suit | McLernon contends release/waiver do not preclude suit or res judicata. | Dynegy asserts he was not a class-member; release and res judicata apply if applicable. | Class-action release did not support McLernon’s counterclaims; however, release foreclosed related claims in this action. |
Key Cases Cited
- Webb v. Jorns, 488 S.W.2d 407 (Tex.1972) (interlocutory judgments merge into final judgment)
- Hyundai Motor Co. v. Alvarado, 892 S.W.2d 853 (Tex.1995) (partial summary judgment final upon disposition of other issues)
- Schlumberger Technology Corp. v. Swanson, 959 S.W.2d 171 (Tex.1997) (disclaimer of reliance can preclude fraudulent inducement claims when language clear)
- Forest Oil Corp. v. McAllen, 268 S.W.3d 51 (Tex.2008) (guidelines for enforceability of disclaimers of reliance; factors to consider)
- Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323 (Tex.2011) (reaffirms rules on disclaimers; merger vs disclosure differences)
- Keck, Mahin & Cate v. Nat'l Union Fire Ins. Co. of Pittsburgh Pa., 20 S.W.3d 692 (Tex.2000) (release scope and knowing/voluntary nature of releases)