Servicios Comerciales Lamosa, S.A. De C.V. v. De La Rosa
328 F. Supp. 3d 598
N.D. Tex.2018Background
- Porcelanite and Lamosa (Mexican tile manufacturers) and Mundo Tile (Texas retailer owned by Mauricio De la Rosa) dispute unpaid promissory notes and guaranty obligations arising from 2012 and 2014 loan agreements secured by deeds of trust. Plaintiffs seek ~ $3 million, foreclosure, and fees; Mundo Tile counterclaims for breach of an alleged exclusive distributorship, fraud/fraudulent inducement, promissory estoppel, and unjust enrichment.
- Mundo Tile alleges it was induced to sign the loan documents by promises from Grupo Lamosa representatives that Mundo Tile would be protected as the exclusive Porcelanite distributor in Texas; Mundo Tile says promised exclusivity was breached and that inducements, concealment, and waiver issues exist.
- Mundo Tile admits it defaulted on the loans but asserts affirmative defenses (fraud, fraudulent inducement, estoppel, waiver) that raise fact issues precluding summary judgment for Plaintiffs on breach claims.
- Plaintiffs moved for summary judgment on their breach claims and on Mundo Tile's defenses and counterclaims; they also moved to exclude De la Rosa’s lost-profits testimony and to strike Mundo Tile’s jury demand based on jury-waiver clauses in the loan documents.
- The court denied Plaintiffs' motions: genuine disputes of material fact exist as to exclusivity, fraudulent inducement, concealment, waiver, and statute-of-frauds exceptions; De la Rosa may testify as a lay witness about lost profits; jury waivers were unenforceable given lack of meaningful negotiation, disparity in bargaining power, unilateral waivers, and lack of counsel for Mundo Tile.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Summary judgment on Plaintiffs' breach claims | Loans matured and are due; Mundo Tile admitted debt so should lose | Mundo Tile claims fraud/fraudulent inducement, estoppel, waiver create triable issues | Denied — factual disputes (exclusivity promises, inducement, concealment, waiver) preclude judgment |
| Validity of Mundo Tile counterclaims (statute of frauds) | Exclusive distributorship is oral and barred by statute of frauds | Judicial admission and partial-performance exceptions apply; evidence supports exceptions | Denied — genuine factual disputes whether exceptions apply |
| Effect of releases/waivers in loan docs on Mundo Tile's fraud claims | Releases are broad and bar Mundo Tile's counterclaims and fraudulent-inducement defenses | Releases are general and insufficient under Texas law to bar claims procured by fraudulent inducement; releases don’t clearly reference exclusivity claims | Denied — releases insufficient as a matter of law to bar claims; triable issues remain |
| Exclusion of De la Rosa's testimony on lost profits | His opinions are unreliable and he was not timely designated as an expert | De la Rosa will offer lay opinion based on personal knowledge as owner/operator | Denied — admissible as Rule 701 lay opinion; reliability/assumptions go to weight at trial |
| Enforceability of jury-waiver clauses | Loan agreements contain conspicuous written jury waivers; they are enforceable | Mundo Tile lacked real opportunity to negotiate, faced gross bargaining disparity, lacked counsel; many waivers are unilateral | Denied — waiver not knowing, voluntary, intelligent on balance; jury demand stands |
Key Cases Cited
- Celotex Corp. v. Catrett, 477 U.S. 317 (summary judgment standard)
- Anderson v. Liberty Lobby, 477 U.S. 242 (genuine dispute and materiality standard)
- Matsushita Elec. Indus. Co. v. Zenith Radio, 475 U.S. 574 (summary judgment and reasonable jury standard)
- Daubert v. Merrell Dow Pharms., 509 U.S. 579 (expert admissibility gatekeeping)
- Kumho Tire Co. v. Carmichael, 526 U.S. 137 (Daubert applies to non-scientific experts)
- Italian Cowboy Partners, Ltd. v. Prudential Ins. Co., 341 S.W.3d 323 (Tex. 2011) (general release does not bar claims procured by fraudulent inducement)
- Fontenot v. Upjohn Co., 780 F.2d 1190 (5th Cir. 1986) (movant bearing burden at summary judgment must prove elements beyond peradventure)
- Mississippi Chem. Corp. v. Dresser-Rand Co., 287 F.3d 359 (5th Cir. 2002) (corporate officers may give lay opinion on lost profits)