Triton Consulting Inc., Formerly Known as Triton Consulting LLC v. Simon Vandyk, Laura Vandyk, Touchstone District Services, LLC, Coleen Culpepper, Michael Willett and Calep Estes
01-22-00183-CV
Tex. App.Oct 10, 2024Background
- Triton Consulting, a communications consultant for Texas special districts, employed several individuals who later left to form a competing company, Touchstone District Services, LLC.
- In 2018, Triton sued these former employees and the new company for breach of contract, misappropriation, and related claims; the parties settled during trial, dictating all settlement terms into the court record.
- The settlement agreement required a $200,000 payment to Triton, restrictions on solicitation and use of confidential information, non-disparagement, mutual releases, and was to be kept confidential; the court rendered judgment based on the settlement.
- After the settlement, Triton alleged the defendants breached the agreement by not making payments, soliciting clients, disparaging Triton, and misusing confidential information.
- Triton filed a new lawsuit for breach of the settlement agreement; the trial court granted summary judgment for defendants, holding there was no enforceable contract.
- On appeal, the First District Court of Appeals reversed and remanded, finding the oral settlement, as read into the record, constituted an enforceable agreement even though never reduced to writing.
Issues
| Issue | Plaintiff's Argument (Triton) | Defendant's Argument (VanDyk et al.) | Held |
|---|---|---|---|
| Was the oral settlement agreement enforceable? | Full terms were dictated in court; binding | Not enforceable—no formal writing executed | Enforceable as dictated into court record |
| Was failure to execute a written contract fatal? | Writing not condition precedent; essential terms dictated in court | Writing was a condition precedent to contract formation | Writing not essential; agreement binding |
| Was breach of contract action a collateral attack? | Not a collateral attack—seeking damages for post-settlement breaches | Suit on contract improperly attacks final judgment | Not a collateral attack; contract action proper |
| Did Triton have evidence to support breach of contract? | Provided evidence of breach and damages | No evidence for breach, performance, or damages | Triton provided more than scintilla of evidence |
Key Cases Cited
- Stewart Title Guar. Co. v. Aiello, 941 S.W.2d 68 (Tex. 1997) (agreed judgments are interpreted as contracts)
- USAA Tex. Lloyds Co. v. Menchaca, 545 S.W.3d 479 (Tex. 2018) (elements of breach of contract under Texas law)
- Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (summary judgment standard of review in Texas)
- Ford Motor Co. v. Ridgway, 135 S.W.3d 598 (Tex. 2004) (procedure for analyzing traditional and no-evidence summary judgment)
- City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (evidence standards in summary judgment review)
- King Ranch v. Chapman, 118 S.W.3d 742 (Tex. 2003) (definition of “more than a scintilla” of evidence)
