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The Court requested full merits briefing on April 25, 2014. The Court issued an opinion resolving the case on January 9, 2015. File Closed
Tracking 1 article about this case.
Per Curiam Opinion PDF
|Appellate District:||14th Court of Appeals|
|Outcome Below:||Aff/Pt and Rev & Rem/Pt|
|COA Docket No.:||14-11-00058-CV14-11-00229-CV|
|Opinion Author:||Honorable Tracy K. Christopher|
|Trial Court:||269th District Court|
|Trial Judge:||Honorable Daniel Earle Hinde|
|This case was waiting for a possible rehearing motion between February 19, 2015 and May 14, 2015.|
|2015-01-09||Court approved judgment sent to attorneys of record||Issued|
|2015-01-09||Petition for Review disposed||Petition granted pursuant to TRAP 59.1|
|2015-01-09||Opinion issued||Court of Appeals' judgment reversed, trial court judgment reinstated|
|2015-01-09||Petition for Review granted under TRAP 59.1|
|This case was pending on merits briefs between September 30, 2014 and January 9, 2015.|
|2014-09-30||Reply Brief (Petitioner)|
|2014-09-08||Brief on the Merits (Respondent)|
|2014-07-22||Motion for Extension of Time to File Brief filed|
|2014-07-22||Motion for Extension of Time disposed.||Filing granted|
|2014-07-02||Motion for Extension of Time disposed.||Filing granted|
|2014-07-02||Motion for Extension of Time to File Brief filed|
|2014-06-26||Brief on the Merits (Petitioner)|
|2014-05-21||Motion for Extension of Time to File Brief filed|
|2014-05-21||Motion for Extension of Time disposed.||Filing granted|
|2014-05-02||Case Record Filed|
|2014-04-28||Record Requested in Petition for Review|
|2014-04-25||Brief on the Merits Requested|
|This case was waiting for a decision about briefing or a possible grant between February 18, 2014 and April 25, 2014.|
|2014-02-18||Reply to Response (Petitioner)|
|2014-02-05||Response to Petition (Respondent)|
|This case was waiting for a decision about briefing or a possible grant between December 11, 2013 and February 5, 2014.|
|2013-12-11||Motion for Extension of Time to File Response disposed||Filing granted|
|2013-12-11||Motion for Extension of Time to File Response|
|2013-12-06||Supreme Court of Texas Requested Response|
|2013-11-05||Case forwarded to Court|
|2013-10-04||Petition for Review (Petitioner)|
|National Property Holdings, L.P.||
Although this appeal led to a per curiam opinion, there is more than one holding of interest for commercial cases.
This dispute grows out of settlement negotiations in a related case. The allegation is that, when the parties were negotiating a formal written settlement agreement, one of them (Plank) promised the other (Westergren) that they would be in a partnership to develop a piece of property for which he would receive $1 million plus a share of future development profits. Westergren contends this agreement is enforceable.
The written settlement agreement, however, contained a provision described as a “RELEASE” that provided for a one-time $500,000 payment.
Westergren sued Plank and the developer of the property (NPH), claiming that he was defrauded into settling or that, at a minimum, those promises constituted an enforceable oral contract. His theory was that the release was unenforceable because of fraudulent inducement, as he had not actually read the provision but instead relied on the promises made. A jury largely agreed with him, but the trial court entered judgment notwithstanding the verdict. A divided court of appeals reversed, reinstating the verdict.
With this per curiam, the Court holds:
A contractual release is not defeated by a party choosing not to read the contract. The Court had little patience for the contention for Westergren’s explanation of why he did not read this release language, characterizing it as “because he was ‘in a hurry’ and did not have his reading glasses with him.” See Op. at 7.
A release is not a covenant not to sue. Plank argued that Westergren even bringing this suit was a breach of the settlement agreement, for which it should be entitled to damages. The Supreme Court holds that the language involved was merely a release of claims, and that the language used in this release did not imply a covenant not to sue.
The statue of frauds. The Court also addressed whether the alleged oral agreement was enforceable at all. The statute of frauds would normally bar an oral agreement regarding real estate. Westergren contended that an exception applied here for partial performance because Plank paid $500,000. Westergren’s theory is that this represented the first half of performance under the alleged oral contract and, thus, was partial performance.
The Court disagreed that Westergren’s framing of this issue accurately stated the law about “partial performance” — explaining in footnote 2 that more would be required but that it would reserve that issue for a proper case. See Op. 9n.2. This case does not shed much light on what law does apply in that situation.
The Court did not need to provide more clarity because, even accepting Westergren’s framing, the record was still legally insufficient here. The Court held that this $500,000 payment was not “’unequivocally referable’ to the agreement.” See Op. 9. Here, NPH’s payment of $500,000 could easily be explained as referable to the settlement agreement, not the alleged partnership agreement. The Court thus held that Westergren’s statute-of-frauds theory failed even his own suggested test.