Muller v. Stewart Title Guaranty Co., 525 S.W.3d 859

Background

Thomas Muller contributed funds to an escrow administered by Stewart Title Guaranty Co. (STGC) for a La Paz Golf Villas, LLC real‑estate purchase; the written escrow agreement named only La Paz (purchaser) and Desarrollos (seller) and STGC as escrow agent.
After disputes among La Paz members, La Paz (through its managing member Limperis) sent STGC instructions to withdraw interest and later a cancellation requesting release of remaining escrow funds to La Paz’s Nevada State Bank account. STGC released ~ $1.76 million to that account.
Muller sued STGC and its employee Alvarado for breach of contract, negligence, breach of fiduciary duty, and related claims, alleging the funds originated from him and that he was an intended third‑party beneficiary.
Defendants moved for traditional and no‑evidence summary judgment; the trial court granted summary judgment and later struck a last‑minute amended pleading and a late petition in intervention filed by La Paz.
On appeal, Muller argued (1) summary judgment on contract and fiduciary claims was erroneous, (2) he was an intended third‑party beneficiary, (3) the court abused discretion by refusing a continuance to conduct more discovery, and (4) the court abused discretion by striking La Paz’s intervention. The court affirmed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Muller is a party or intended third‑party beneficiary of the escrow agreement	Muller: he funded the escrow; parties knew funds came from him; extrinsic facts show intent to benefit him	STGC/Alvarado: contract’s four corners name only La Paz and Desarrollos; no clear contractual intent to benefit Muller	Held: Mueller is not a party or third‑party beneficiary as a matter of law; contract unambiguous and contains no clear, unequivocal intent to benefit him
Whether STGC/Alvarado owed fiduciary duties to Muller	Muller: if third‑party beneficiary, fiduciary duties follow	STGC/Alvarado: fiduciary duties only to parties to the escrow; no duty to nonparty creditor	Held: No fiduciary duty owed to Muller; summary judgment proper on fiduciary claims
Whether the trial court abused discretion by refusing a continuance for additional discovery before the summary‑judgment hearing	Muller: needed discovery (copy of escrow agreement, depositions, records) and filed affidavit showing necessity	STGC/Alvarado: Muller failed to preserve or substantiate a continuance; had adequate notice and time; affidavit was conclusory/no diligence shown	Held: No abuse of discretion; 21‑day notice and lack of specificity/diligence justified denial
Whether the court abused discretion by striking La Paz’s late intervention/5th amended petition	Muller/La Paz: intervention was timely because final judgment had not been entered; La Paz has an interest to protect	STGC/Alvarado: intervention was untimely and prejudicial—filed days before/after summary‑judgment hearing after extensive litigation and discovery	Held: Trial court did not abuse discretion; intervention was untimely and would have unfairly complicated/delayed the case

Key Cases Cited

First Bank v. Brumitt, 519 S.W.3d 95 (Tex. 2017) (contracting‑parties’ intent to confer a third‑party benefit must be shown from the contract language alone; extrinsic evidence cannot create third‑party‑beneficiary status when contract is unambiguous)
Sharyland Water Supply Corp. v. City of Alton, 354 S.W.3d 407 (Tex. 2011) (contextual principles for contract interpretation referenced in third‑party beneficiary analysis)
Basic Capital Mgmt. v. Dynex Commercial, 348 S.W.3d 894 (Tex. 2011) (contract interpretation principles regarding extrinsic evidence and intent)
Timpte Indus., Inc. v. Gish, 286 S.W.3d 306 (Tex. 2009) (no‑evidence summary judgment is akin to directed verdict; plaintiff must produce evidence on contested elements)
Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (standard of review for summary judgment: review de novo; draw every reasonable inference for nonmovant)