American Petrofina Co. of Texas v. Panhandle Petroleum Products, Inc.

• Decision Date: 24 January 1983
• Docket Number: No. 9401,9401
• Citation: 646 S.W.2d 590
• Parties: AMERICAN PETROFINA COMPANY OF TEXAS, Appellant, v. PANHANDLE PETROLEUM PRODUCTS, INC., Appellee.
• Court: Texas Court of Appeals

Page 590

646 S.W.2d 590

AMERICAN PETROFINA COMPANY OF TEXAS, Appellant, v. PANHANDLE PETROLEUM PRODUCTS, INC., Appellee.

No. 9401.

Court of Appeals of Texas Amarillo.

Jan. 24, 1983.

Wolfram Law Firm, Walter P. Wolfram, Amarillo, for appellant.

Sanders, Saunders, Brian, Finney, Thomas & Smith, Jerry K. Sawyer, Amarillo, for appellee.

Before REYNOLDS, C.J., and DODSON and BOYD, JJ.

DODSON, Justice.

American Petrofina Company of Texas, called Fina herein, appeals from a judgment rendered by the trial court in favor of Panhandle Petroleum Products, Inc., called Panhandle herein, for the sum of $20,677.25. The judgment sum represents the proceeds of credit card sales which Panhandle allegedly owns. In its pleadings, Panhandle sought to recover the proceeds of the credit card sales on two grounds: (1) money had and received, and (2) conversion. Fina answered by a general denial. After all of the evidence was presented in the trial court, Fina moved for a directed verdict, and Panhandle moved to have the case withdrawn from the jury and judgment rendered on its behalf. The trial court overruled Fina's motion and granted Panhandle's motion. On appeal, Fina challenges both actions by the trial court. Concluding that the evidence fails to conclusively establish each party's position, as asserted in their respective motions, we reverse and remand.

The funds in question derived from credit card sales receipts forwarded to Fina by one L. Geary Taylor. The credit card sales receipts were received by Fina during the period beginning on 10 August 1977 and ending on 27 February 1978. The total sum of the credit card sales receipts in question is $20,677.25.

Before July of 1977, Fina had purchase and sale distributorship contracts with B & T Oil Company, a corporation, and TWB Company, a general partnership. By July of 1977, B & T's and TWB's extended lines of credit with Fina were in arrears in an approximated amount of $130,000.00. Taylor had personally guaranteed each company's line of credit. In mid-July of 1977 (i.e. July 19, 1977), Fina placed B & T and TWB on a cash basis for the future purchase of products. By that action, Fina effectively terminated the purchases of its products by B & T and TWB.

In the latter part of July of 1977, B & T sold all its assets to Panhandle. Subsequently, Taylor became President of Panhandle. At the time of the sale, Panhandle had a Conoco jobbership. A part of the assets purchased by Panhandle were B & T's service stations and equipment. After the purchase, the service stations formerly owned by B & T were furnished Conoco products and no Fina products were supplied to the stations. After the sale of B & T's assets, Taylor paid Fina approximately $70,000.00 (i.e. in September of 1977). Subsequently, in the fall of 1977, Fina filed suit against L. Geary Taylor, B & T, and others in the 108th District Court of Potter County, Texas, to recover its remaining past due balance (i.e. approximately $50,000.00).

On 17 January 1978, Fina and Taylor made a compromise settlement agreement. Among other things, the compromise settlement agreement acknowledged that Taylor had affiliated with Panhandle and that Panhandle had entered into a purchase and sale agreement with Fina for the purchase and sale of petroleum products and that one of the terms of the purchase and sale agreement is that Panhandle will sell products to the general public using Fina, Bank Americard (Visa) and MasterCharge credit cards, and that under the terms of the purchase and sales agreement between Fina and Panhandle, the proceeds of the credit card sales would normally be applied to the credit of Panhandle.

The compromise settlement agreement also stated that Taylor "shall secure an agreement with Panhandle Petroleum Products, Inc. whereby such credit card purchase proceeds will be applied to the payment of the indebtednesses described hereinabove and shall be applied as provided for hereinafter." Panhandle, however, was not a party to the lawsuit nor the compromise settlement agreement. Nevertheless at the same time the compromise settlement agreement was executed by and between Taylor and Fina, Taylor, purporting to act for Panhandle, signed a letter addressed to Fina, wherein Panhandle assigned all of its future Fina, Bank Americard (Visa) and MasterCharge credit card sales to Fina for the subsequent ten-month period to be applied on Taylor's past due indebtedness with Fina.

The evidence shows that prior to 17 January 1978 (i.e. early in that month), Panhandle and Fina had made an agreement whereby Panhandle would become a Fina distributor. However, a written agreement was not signed until 1 February 1978. In this regard, the evidence shows that Panhandle never purchased any products from Fina under the distributorship agreement, never activated an account with Fina and never did business with Fina under the agreement.

On 27 November 1978, Panhandle filed this action against Fina for the proceeds of the credit card sales for the period beginning on 10 August 1977 and ending on 27 February 1978. Fina answered by a general denial. By its first amended original petition (i.e. its live trial pleadings), Panhandle alleges that in July of 1977 it purchased all of the assets of B & T Oil, that thereafter, Fina received credit card purchase receipts with respect to Fina credit cards, Bank Americard (Visa) and MasterCharge, that such credit card purchases related to sales by Panhandle, and that Fina wrongfully applied these credit card purchases to the previous indebtedness of B & T Oil Company and to the individual account of L. Geary Taylor. Fina did not respond to this pleading and proceeded to trial on its general...