Mobilelink SanAntonio, LLC v. PNK Wireless Communication, Inc.
01-15-01048-CV
| Tex. App. | Dec 20, 2016Background
- PNK Wireless contracted to sell four San Antonio cellphone stores to Mobilelink for $90,000; Mobilelink paid $45,000 at signing and agreed to assume four store leases and return security deposits at lease end.
- Contract stated "time is of the essence" with a closing/assignment deadline of October 21, 2013.
- Mobilelink accepted possession/contents of all four stores in late October 2013; two lease assignments were signed shortly after, one store went on a new lease to Mobilelink, and one (Babcock) had an unsigned assignment and later rent arrears.
- Mobilelink did not pay the remaining $45,000, did not return security deposits, and did not pay rent for the Babcock store; PNK incurred landlord invoices for unpaid rent and continued liability while the space remained vacant.
- PNK sued for breach of contract; trial was a bench trial resulting in a judgment awarding PNK $73,623 in actual damages and $8,450 in attorney’s fees and costs.
Issues
| Issue | Plaintiff's Argument (PNK) | Defendant's Argument (Mobilelink) | Held |
|---|---|---|---|
| Whether PNK materially breached by late or incomplete lease assignments/time-is-of-the-essence failure | PNK argued it substantially performed and Mobilelink accepted the stores, waiving any time-of-the-essence claim | Mobilelink argued failure to deliver written assignments by Oct. 21 was a material breach excusing its performance | Court held Mobilelink waived the time-is-of-the-essence claim by accepting late performance; no material breach relieved Mobilelink |
| Whether PNK materially breached by failing to pay October rents | PNK argued Mobilelink agreed or accepted responsibility for October rent (and waived complaint) | Mobilelink argued PNK's nonpayment was a material breach excusing Mobilelink | Court held Mobilelink’s conduct (issuing checks/accepting transfers and silence) supported implied waiver of PNK’s obligation; no excusal |
| Sufficiency of evidence for damages awarded ($73,623) | PNK relied on unpaid contract balance, security deposits, landlord invoice for past due rent, and inferred additional months of rent liability | Mobilelink argued damages evidence was speculative and lacked proof of actual payments or collection actions | Court held evidence (contract, leases, landlord invoice) provided legally and factually sufficient support for the damages award |
| Whether attorney’s fees award was supported | PNK sought a fee award and asked the court to award $8,450 | Mobilelink argued no evidence of hours, rates, or Arthur Andersen factors was presented | Court held that in a bench trial the court could take judicial notice of customary fees and that some evidence existed to support the fee award; award upheld |
Key Cases Cited
- Holt Atherton Indus., Inc. v. Heine, 835 S.W.2d 80 (Tex. 1992) (bench-trial judgments without findings permit implied findings supporting the judgment)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (legal-sufficiency standard)
- New York Party Shuttle, LLC v. Bilello, 414 S.W.3d 206 (Tex. App.—Houston [1st Dist.] 2013) (non-breaching party must choose between continuing or ceasing performance following a breach)
- Kennedy Ship & Repair, L.P. v. Pham, 210 S.W.3d 11 (Tex. App.—Houston [14th Dist.] 2006) (time-is-of-the-essence clauses and waiver by acceptance of late performance)
- Johnson v. Structured Asset Servs., LLC, 148 S.W.3d 711 (Tex. App.—Dallas 2004) (waiver by conduct or silence; unilateral waiver principles)
- STR Constructors, Ltd. v. Newman Tile, Inc., 395 S.W.3d 383 (Tex. App.—El Paso 2013) (silence/inaction can constitute waiver of contractual provision)
- Blackstone Medical, Inc. v. Phoenix Surgicals, L.L.C., 470 S.W.3d 636 (Tex. App.—Dallas 2015) (contractual provisions can be waived by inaction despite written-approval clauses)
- Graham Cent. Station v. Peña, 442 S.W.3d 261 (Tex. 2014) (factfinder may draw reasonable inferences from testimony)
- Arthur Andersen & Co. v. Perry Equip. Corp., 945 S.W.2d 812 (Tex. 1997) (factors for reasonable attorney’s fees; lodestar considerations)
- Long v. Griffin, 442 S.W.3d 253 (Tex. 2014) (discussion of lodestar proof when party elects that method)
- City of Laredo v. Montano, 414 S.W.3d 731 (Tex. 2013) (lodestar method requires time-and-task proof for large fee requests)