Siluria (Assignment for the Benefit of Creditors), LLC v. Lummus Technology LLC, 09-23-00127-CV

The case involved a dispute over entitlement to a $1.5 million escrowed “holdback contingency” after Lummus Technology LLC purchased assets from Siluria (Assignment for the Benefit of Creditors), LLC.
The “demonstration unit” at issue was set up at Braskem America, Inc.’s La Porte, Texas, facility; the holdback was to be paid to Siluria if certain contingencies were met under the Escrow Agreement.
The contingencies were: (1) Lummus securing a lease with Braskem to operate the demonstration unit; or (2) if, by six months after closing, Lummus had not “begun removing” the demonstration unit from Braskem’s facility.
Lummus did not secure the lease but removed certain assets (computers, tools, parts) from the site before the six-month deadline, and claimed to have “begun removal.”
Siluria argued that “begin removing” required dismantling the entire large structure at the site, while Lummus argued the phrase included removal of essential operating components.
A jury found for Lummus; the trial court awarded Lummus the escrow fund and attorney’s fees. Siluria appealed, challenging contract interpretation, evidentiary sufficiency, and the attorney fee award.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the contract ambiguous or unambiguous?	Agreement unambiguous; limiting “demonstration unit” to 4-story structure; only full structural removal counts.	Undefined terms get ordinary meaning; “demonstration unit” includes all assets necessary to operate the unit; removing key parts counts as beginning removal.	Agreement unambiguous; undefined terms given ordinary meaning; Lummus’s interpretation controls.
Submission of contract interpretation to jury	Legal question for court, jury charge immaterial.	Waived error by not objecting to charge.	Submission was error but harmless since jury found as court should have.
Factual sufficiency of evidence	Lummus did not truly begin “removing” demo unit before deadline.	Removal of computers, catalysts, and contacting contractors was beginning removal.	Sufficient evidence supported jury’s finding for Lummus.
Attorney’s fees – segregation/availability	Lummus failed to segregate fees; not entitled to fees as LLC for breach of contract.	Claims were intertwined; detailed affidavits submitted; allowed under DJA.	No abuse of discretion; fees were properly awarded and reasonably reduced.

State Farm Lloyds v. Page, 315 S.W.3d 525 (Tex. 2010) (ambiguity in contract provisions is a question of law)
Mosaic Baybrook One, L.P. v. Simien, 674 S.W.3d 234 (Tex. 2023) (plain/ordinary meaning governs undefined contract terms)
Board of Regents of Tex. Univ. Sys. v. IDEXX Laboratories, Inc., 691 S.W.3d 438 (Tex. 2024) (ambiguity only if multiple reasonable interpretations persist after full examination)
ConocoPhillips Co. v. Koopmann, 547 S.W.3d 858 (Tex. 2018) (ambiguity requires two reasonable interpretations)
Barrow-Shaver Res. Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471 (Tex. 2019) (objective intent/contract interpretation principles prevail)
Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299 (Tex. 2006) (intertwined claims and attorney’s fee segregation)