WPS, Inc. v. Surface Productions Systems, Inc., 369 S.W.3d 384

Background

WPS, Inc. sued Expro Americas, LLC and SPS for breach of contract, quantum meruit, and promissory estoppel after a project to provide three gas injection compressors was canceled.
Jury awarded WPS $855,342.55 for breach of contract; trial court entered judgment for Expro Americas notwithstanding the verdict, and awarded WPS against SPS.
The central dispute is whether Expro Americas was a contracting party and whether a binding contract existed for the purchase of the equipment.
Third purchase order identified Expro Americas Inc. as purchaser and contained a full release to proceed and a promise to pay all valid cancellation costs, while earlier orders referred to SPS.
The parties engaged in extensive negotiations (April–May 2006), including a May 5 kick-off meeting; WPS began procurement and design work in reliance on the third purchase order and the release to proceed.
Expro Americas contends it had no involvement and that the third order was printed on Expro Americas’ letterhead by clerical error; the majority finds legally sufficient evidence that Expro Americas was a contracting party.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Did Expro Americas contract liability exist?	WPS asserts Expro Americas was a contracting party in the third PO and responsible for damages.	Expro Americas contends it had no involvement; the contract was SPS-only and Expro Americas’ use of its name was clerical error.	Yes; legally sufficient evidence supports Expro Americas as a contracting party.
Was there an enforceable contract formation?	There was a meeting of the minds and definite terms evidenced by multiple documents, including the third PO and release to proceed.	Terms left open; no meeting of the minds; illusory due to release-to-proceed condition.	Yes; contract formed with sufficient definiteness and implied acceptance by conduct.
Did the 'Release to Proceed' provision destroy contract formation or make the contract illusory?	Release to Proceed was fulfilled in the third PO and authorized WPS to perform.	Release to Proceed renders promise illusory or a condition precedent to liability.	No; the third PO provided an unequivocal release to proceed, mooting the illusory-promises concern.
Is the damages measure based on 'agreed payments' proper?	Aggreed payments plus cancellation charges reflect the value of work performed and promised under the contract.	Agreed payments are an improper measure; damages should reflect expectancy/restitution or reliance, accounting for costs saved.	No; the 'agreed payments' alone are not proper as a damages measure; reliance/restitution principles require considering associated costs.
Did the trial court err in the damages instruction by allowing reading multiple documents to form a contract?	Documents may be read together to ascertain intent.	This is a matter of contract formation, not proper for jury construction under the charge.	The court did not err; there was evidentiary basis to read multiple documents for intent.

Key Cases Cited

City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (legal-sufficiency standard; no-evidence review)
DeClaire v. G&B McIntosh Family Ltd. P’ship, 260 S.W.3d 34 (Tex.App.-Houston [1st Dist.] 2008) (elements of valid contract)
T.O. Stanley Boot Co., Inc. v. Bank of El Paso, 847 S.W.2d 218 (Tex. 1992) (contract definiteness; term certainty)
Lamajak, Inc. v. Frazin, 230 S.W.3d 786 (Tex.App.-Dallas 2007) (must be certain and clear as to all essential terms)
Quigley v. Bennett, 227 S.W.3d 51 (Tex.2007) (damages: expectancy, reliance, restitution)
Chung v. Lee, 193 S.W.3d 729 (Tex.App.-Dallas 2006) (reliance damages; investment in performance)
Sage Street Assocs. v. Northdale Constr. Co., 937 S.W.2d 425 (Tex.1996) (unjust enrichment; restitution concept)
Sterling Chems., Inc. v. Texaco Inc., 259 S.W.3d 793 (Tex.App.-Houston [1st Dist.] 2007) (reliance damages; expenditures recoverable)