566 S.W.3d 801
Tex. App.2018Background
- Arawak and Texas Black Iron, Inc. (TBI) executed a written purchase order (Feb. 22, 2016) for casing and pup joints (13-5/8", 20", 26") with DDP delivery in Umm Al Quwain, UAE and a buy‑back clause: 75% of purchase value after delivery to vendor’s yard and inspection at buyer’s expense.
- Arawak prepaid ~$2.84M; TBI failed to deliver the 13-5/8" items (Arawak paid $1,112,743 for that line) and refunded only $400,000; TBI delivered 20" and 26" but later refused to honor buy‑back for returned quantities (~$768k at 75%).
- Arawak sued for breach of contract (and other claims); TBI counterclaimed for breach, fraud/fraudulent inducement, and other torts; DTPA and other claims were later nonsuited or not pursued on appeal.
- Arawak moved for traditional and no‑evidence summary judgment; the trial court granted summary judgment for Arawak on its contract claim and on TBI’s contract and fraud counterclaims, awarded damages, attorney’s fees, costs, and prejudgment and postjudgment interest, and struck TBI’s amended answer/counterclaims.
- On appeal, the Fourteenth Court of Appeals affirmed summary judgment on the contract and counterclaims and the striking order, but reversed the awards for attorney’s fees, certain costs, and prejudgment interest, and remanded for recalculation/ further proceedings.
Issues
| Issue | Arawak’s Argument (Plaintiff) | TBI’s Argument (Defendant) | Held |
|---|---|---|---|
| 1. Breach of contract (Arawak’s claim) | Arawak established a valid contract, full/prepayment, TBI’s breach (undelivered 13-5/8" and refusal to buy back returned casing), and $1,481,047 damages. | TBI raised fact issues: payment timing (3 business days), failure to accept/return handling, buy‑back limited to “remnants,” and affirmative defenses (fraud, mutual mistake, impracticability, frustration). | Affirmed: contract unambiguous; Arawak performed; TBI breached; parol evidence cannot add a "remnants" limitation; TBI failed to raise triable issues on its defenses. |
| 2. No‑evidence summary judgment on TBI’s counterclaim for breach | Arawak argued TBI had no evidence of Arawak’s breach. | TBI contended it had more than a scintilla of evidence but failed to cite record/exhibits. | Affirmed: TBI did not present specific evidence or point to record, so no‑evidence SJ properly granted. |
| 3. No‑evidence summary judgment on TBI’s fraud/fraudulent‑inducement counterclaim | Arawak argued TBI had no evidence of material misrepresentations regarding the yard/delivery. | TBI asserted fraudulent inducement but failed to identify record evidence or address fraud elements. | Affirmed: TBI produced no more than a scintilla and failed to show required elements; SJ proper. |
| 4. Attorney’s fees award under Tex. Civ. Prac. & Rem. Code ch. 38 | Arawak presented counsel affidavit and invoices and argued presentment/notice satisfied for fee recovery. | TBI argued lack of presentment evidence and inadmissible exhibits; attorney’s fees not supported. | Reversed (as to fees): Arawak failed to conclusively prove presentment for the entire contract claim; summary judgment on fees improper. |
| 5. Costs and prejudgment interest; striking amended pleadings | Arawak sought taxable costs and prejudgment interest from an earlier accrual date; Arawak defended striking of TBI’s amended pleadings. | TBI argued some costs were non‑taxable, prejudgment interest start date/calculation improper, and striking pleadings was abuse of discretion. | Costs: remanded (trial court overstated taxable costs; proper taxable amount less). Prejudgment interest: reversed (start date and inclusion of fees/costs improper). Striking amended pleadings: affirmed (court did not abuse discretion given timing, surprise, and prejudice). |
Key Cases Cited
- Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (standard for reviewing summary judgment and contract interpretation)
- Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546 (Tex. 1985) (plaintiff moving for summary judgment must conclusively prove all elements)
- Carr v. Brasher, 776 S.W.2d 567 (Tex. 1989) (affirmance of summary judgment if any asserted ground is meritorious)
- Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d 41 (Tex. 1998) (elements of fraud for contract avoidance)
- Frost Nat’l Bank v. L & F Distributors, Ltd., 165 S.W.3d 310 (Tex. 2005) (contract construction—practical/businesslike interpretation)
- Johnson & Higgins of Tex., Inc. v. Kenneco Energy, Inc., 962 S.W.2d 507 (Tex. 1998) (prejudgment interest accrual principles)