Susan Chatelain v. Gideon Math & Reading LLC, 05-16-00458-CV

Chatelain operated a math/reading tutoring center and used proprietary materials sold by Gideon Math & Reading LLC.
In January 2012 Gideon required existing users (including Chatelain) to sign a standardized "License Agreement" granting a non-exclusive, nontransferable license to use Gideon materials and marks; Gideon retained ownership and required return of materials on termination.
The agreement contained an exclusive-proximity promise: Gideon would not place another licensee within a ten-minute driving time of Chatelain’s location; Gideon later used Google Maps to measure that time.
Gideon charged no upfront fee for the license; it offered a time-limited 10% online-store discount as an incentive to sign by a deadline; Gideon continued to sell materials to licensees.
Chatelain sued for declaratory relief, breach of contract, injunctive relief, and attorney’s fees after Gideon opened other centers allegedly within ten minutes; Gideon moved for traditional and no-evidence summary judgment asserting the license was unilateral/illusory and lacked consideration.
The trial court granted summary judgment for Gideon; the Court of Appeals affirmed in part (breach claim for lack of damages) and reversed/remanded as to declaratory, injunctive, and attorney’s fees claims.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Enforceability / consideration	License is a bargained-for exchange: right to use Gideon name/materials of value in return for compliance and agreed restrictions	Agreement is unilateral/illusory and lacked consideration because Chatelain paid nothing and could terminate at will	Fact issue exists; plaintiff produced more than a scintilla on existence and consideration — summary judgment rejected on enforceability
Illusory promises / at-will termination	Even if terminable at will, obligations (return of materials, stopping use of marks) and value of name/materials supply detriment — not illusory	Chatelain could walk away without penalty, so promises are illusory	Fact issue exists whether obligations were illusory; summary judgment improper on that ground
Breach of contract — damages element	Alleged actual damages from Gideon opening nearby centers; sought compensatory damages	No evidence of actual damages or proximate cause presented in response to no-evidence motion	Affirmed: no-evidence summary judgment proper as to breach claim for failure to raise evidence of damages
Declaratory judgment / injunctive relief	Declaratory and injunctive relief are forward-looking and appropriate to resolve rights under the license	If no enforceable contract, those remedies fail	Reversed as to declaratory and injunctive relief; fact issues preclude summary judgment and claims remanded

Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546 (Tex. 1985) (standards for reviewing traditional summary judgment)
Triton Oil & Gas Corp. v. Marine Contractors & Supply, Inc., 644 S.W.2d 443 (Tex. 1982) (when a matter is conclusively established)
Wornick Co. v. Casas, 856 S.W.2d 732 (Tex. 1993) (defendant may meet summary-judgment burden by disproving an essential element)
King Ranch, Inc. v. Chapman, 118 S.W.3d 742 (Tex. 2003) (no-evidence summary-judgment legal-sufficiency standard)
Sterner v. Marathon Oil Co., 767 S.W.2d 686 (Tex. 1989) (contract terminable at will remains valid until terminated)
ULICO Cas. Co. v. Allied Pilots Ass’n, 262 S.W.3d 773 (Tex. 2008) (consideration as bargained-for exchange; benefits and detriments)
Iacono v. Lyons, 16 S.W.3d 92 (Tex. App.—Houston [1st Dist.] 2000) (mutuality of obligation requirement)
Texas Gas Util. Co. v. Barrett, 460 S.W.2d 409 (Tex. 1970) (consideration/mutuality principles)
Intercontinental Grp. P’ship v. KB Home Lone Star L.P., 295 S.W.3d 650 (Tex. 2009) (nature and purpose of declaratory judgments)
Woodhaven Partners, Ltd. v. Shamoun & Norman, L.L.P., 422 S.W.3d 821 (Tex. App.—Dallas 2014) (elements of breach of contract claim)