Sharifi v. Steen Automotive, LLC
2012 Tex. App. LEXIS 4775
| Tex. App. | 2012Background
- Steen Automotive, LLC sued Sharifi for breach of an agreement to sell a Dallas-area AAMCO transmission repair business.
- The agreement price was $350,000, with $250,000 cash and $100,000 financed by a note, contingent on ATI franchise approval.
- Closing was to occur by March 25, 2005, at Lawyers Escrow & Trust Co., with a seven-day advance notice; closing documents to be prepared by a third-party closing attorney.
- Paragraphs 12(d) and 19(c) conditioned the sale on ATI training and a five-year triple-net lease with rent terms.
- Sharifi allegedly failed to appear at the closing, breaching the agreement; Steen LLC sought lost profits, reliance/consequential damages, and attorney’s fees.
- The trial court granted summary judgment on liability in Steen LLC’s favor, and a bench trial determined damages and attorney’s fees, totaling $111,878 for damages and $135,000 in fees; on appeal the court modified damages to $106,400 and eliminated $5,478 training expenses, affirming the attorney’s fees award.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether summary judgment on liability was proper | Steen LLC shows valid contract and performance; closing notice/conditions precedent waived or satisfied | Sharifi contests contract validity, exhibits completeness, and satisfaction of conditions precedent | Summary judgment on liability affirmed in part and reversed in part on damages (see opinion for details) |
| Whether lost profits support the damages | Lost profits of about $106,200/year were proven by owner’s testimony and data | Evidence insufficient or improperly calculated | Damages for lost profits sustained; amount affirmed at $106,400 after adjustments |
| Whether there was an impermissible double recovery | Damages theories (lost profits and training) are independent | Cannot recover both; double recovery should be avoided | Trial court erred by awarding training expenses; damages reduced to $106,400 (lost profits) |
| Whether attorney’s fees were properly awarded | Chapter 38 fees supported by evidence; pre-litigation fees permissible | Fees not warranted or proportionate; contract language unrelated to litigation costs | Attorney’s fees affirmed in amount consistent with evidence; no reversal on fee award |
Key Cases Cited
- Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831 (Tex. 2000) (contract interpretation and material terms)
- T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218 (Tex. 1992) (materiality of contract terms)
- Cessna Aircraft Co. v. Aircraft Network, L.L.C., 213 S.W.3d 455 (Tex. App.-Dallas 2006) (formation vs. interpretation of contracts)
- Hohenberg Bros. Co. v. George E. Gibbons & Co., 537 S.W.2d 1 (Tex. 1976) (conditions precedent to formation or performance)
- Smith v. Patrick W.Y. Tam Trust, 296 S.W.3d 545 (Tex. 2009) (attorney’s fees after trial depending on circumstances)