Stanley D. Bujnoch, Life Estate v. Copano Energy, LLC
13-15-00621-CV
| Tex. App. | Dec 28, 2017Background
- The Bujnochs own land in Lavaca and Dewitt counties and granted Copano a recorded 30-foot easement for a 24-inch pipeline in 2011.
- In late 2012–early 2013 Copano (via employee James Sanford) and the Bujnochs’ counsel Schwartz exchanged emails agreeing that Copano would buy an additional contiguous 20-foot easement for a second 24-inch pipeline, with agreed prices ($70/ft or $88/ft for one landowner), and a December 2012 plat showing the new easement adjacent to the existing one.
- Copano representatives later sent form letters offering much lower amounts ($20–$40/ft or $25/ft) and did not close at the higher prices; Kinder Morgan was acquiring Copano during this period.
- The Bujnochs sued Copano for breach of contract (asserting the email exchanges and amendment approval formed a statute-of-frauds-compliant memorandum) and sued Kinder Morgan for tortious interference.
- The trial court granted summary judgment for Copano and Kinder Morgan without specifying grounds; the court of appeals considered whether factual issues precluded summary judgment on the statute-of-frauds and related tortious-interference points.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether emails constitute a statute-of-frauds "writing" (memorandum) | Emails (including James’s typed name/signature block) and plat together form a signed writing with essential terms | Emails either lack a signature, cannot be read together, or omit essential terms | Reversed in part: fact issues exist whether James intended to sign emails; emails may be read together |
| Whether the emails include essential terms (parties, description, price) | Emails identify buyer as Copano, sellers as "Schwartz’s clients," describe easement as additional 20 ft contiguous north of existing easement, and state price | Emails fail to identify sellers with requisite specificity and lack adequate property description | Held: emails supply identity and sufficient property description; price is present; summary judgment improper |
| Whether "futuristic" language defeats memorandum requirement | Even if documents contemplate future execution, essential terms are present now | Agreement not final; future execution required | Held: futuristic language does not preclude enforcement when essential terms appear in writing |
| Whether parties agreed to transact electronically/signature issue | James’s typed name and signature block plus deposition testimony create fact issue on intent to sign and electronic transactions | Signature block alone insufficient; no agreement to transact electronically | Held: deposition and typing of name create fact issues; summary judgment improper on electronic-consent/signature grounds |
Key Cases Cited
- Pick v. Bartel, 659 S.W.2d 636 (Tex. 1983) (statute of frauds requires writing signed by the party to be charged)
- Adams v. Abbott, 254 S.W.2d 78 (Tex. 1952) (letters and telegrams signed by party to be charged may constitute memorandum)
- Fort Worth Indep. Sch. Dist. v. City of Fort Worth, 22 S.W.3d 831 (Tex. 2000) (multiple instruments pertaining to same transaction may be read together)
- Cohen v. McCutchin, 565 S.W.2d 230 (Tex. 1978) (memorandum need not contain all terms but must include essential terms)
- Fischer v. CTMI, L.L.C., 479 S.W.3d 231 (Tex. 2016) (essential terms are those parties would view as vitally important)
- Cunningham v. Zurich Am. Ins. Co., 352 S.W.3d 519 (Tex. App.—Fort Worth 2011) (signature block alone may not evidence intent to sign)
- Khoury v. Tomlinson, 518 S.W.3d 568 (Tex. App.—Houston [1st Dist.] 2017) (sender name/from field can constitute electronic signature)
- Wilson v. Fisher, 188 S.W.2d 150 (Tex. 1945) (parol evidence may identify or clarify an essential term already present in the memorandum)