Romulus Group, Inc. v. City of Dallas, 05-16-00088-CV

Background

The City of Dallas awarded Romulus Group a written 36‑month contract (unit-price hourly rates for 25 job categories) to provide temporary clerical and professional labor; contract required written amendments for changes and allowed termination with compensation for work performed.
A dispute arose when the City paid certain workers at a lower rate by classifying them as “Clerical Positions Not Listed” (and applying a 21.8% markup calculation) while Romulus contends the workers fit existing contract categories and should have been paid contract unit prices.
The City terminated the contract in November 2013; Romulus later demanded nearly $1.6 million and sued for breach of contract and attorney’s fees under the Local Government Contract Claims Act (LGCCA), attaching the bid specs and contract.
The City filed pleas to the jurisdiction asserting (1) Romulus alleged work outside the contract (no breach), (2) claimed damages exceed §271.153 limits, and (3) Romulus failed to comply with the City Code notice provision (jurisdictional prerequisite); City also challenged attorney’s fees.
The trial court sustained the City’s pleas and dismissed Romulus’s breach and attorney‑fee claims for lack of subject‑matter jurisdiction; Romulus appealed.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Romulus pleaded a breach of a written contract subject to LGCCA waiver of immunity	Romulus: City paid below contracted unit prices by redesignating employees; evidence (contract, modified delivery order, spreadsheet, emails) shows payment within contract scope	City: Romulus supplied workers outside the 25 categories and accepted work outside the contract; claim is unjust enrichment/merits question	Court: Pleadings and evidence are sufficient to show conduct falls within the contract; plea to jurisdiction improperly decided fact issue — reversed
Whether claimed damages are recoverable under §271.153 limits	Romulus: Seeks balance due under contract (underpayments); presented modified delivery order showing lower pay for a Coordinator II	City: Contract established unit price, not hourly+markup; Romulus seeks amounts beyond what §271.153 allows	Court: Evidence (delivery order showing City paid $21.92 vs $23 contract rate) supports that Romulus seeks contract balance due; §271.153 claim within waiver — reversed
Whether City Code notice requirement (Dallas Code §2‑86) is a jurisdictional prerequisite	Romulus: City Code notice is an affirmative defense, not jurisdictional; compliance is not required to establish subject‑matter jurisdiction	City: Contract incorporated City Code; failure to give notice within 180 days deprives court of jurisdiction under §2‑86 and §271.154	Court: Notice provision incorporated by contract is an enforceable contractual/defense provision under §271.154, but not jurisdictional; trial court erred to dismiss on this ground
Whether claim for attorney’s fees is barred by immunity	Romulus: §271.153(a)(3) waives immunity for reasonable and necessary attorney’s fees in a breach suit; pleaded fees as part of claim	City: Fees recoverable only if authorized by contract/statute; immunity not waived for fees	Court: Waiver in §271.153(a)(3) covers attorney’s fees for breach actions; whether fees are ultimately recoverable goes to merits, not jurisdiction — reversed

Key Cases Cited

Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217 (Tex. 2004) (governmental immunity and plea to jurisdiction standards)
Tex. Nat. Res. Conservation Comm’n v. IT–Davy, 74 S.W.3d 849 (Tex. 2002) (de novo review of jurisdictional challenges)
Zachry Const. Corp. v. Port of Houston Auth. of Harris Cty., 449 S.W.3d 98 (Tex. 2014) (scope of LGCCA waiver and §271.153 limitations on recoverable damages)
Tooke v. City of Mexia, 197 S.W.3d 325 (Tex. 2006) (municipality as local governmental entity under LGCCA)
Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547 (Tex. 2000) (consideration of jurisdictional facts with evidence)
City of El Paso v. Heinrich, 284 S.W.3d 366 (Tex. 2009) (fact questions preclude dismissal on plea to jurisdiction)
City of Mesquite v. PKG Contracting, Inc., 263 S.W.3d 444 (Tex. App.—Dallas 2008) (contractual notice as affirmative defense, not jurisdictional)
Wheelabrator Air Pollution Control, Inc. v. City of San Antonio, 489 S.W.3d 448 (Tex. 2016) (attorney’s fees in proprietary breach claims do not implicate immunity)
City of Austin v. Liberty Mut. Ins., 431 S.W.3d 817 (Tex. App.—Austin 2014) (distinguishing statutory notice requirements from contractual/city‑code notice)
Tex. Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440 (Tex. 1993) (liberal construction of pleadings for jurisdictional review)