Barker v. Brown
| Decision Date | 18 May 1989 |
| Docket Number | No. 09-88-092,09-88-092 |
| Citation | 772 S.W.2d 507 |
| Parties | Bruce BARKER, and Joanna Hope Barker, Appellants, v. Vernon BROWN, Karmalene Brown, General Shopping Centers, Inc. and Pine Hollow Plaza, Ltd., Appellees. CV. |
| Court | Texas Court of Appeals |
Bruce and Joanna Barker entered into an agreement and stock pledge with Vernon and Karmalene Brown to form a Texas corporation for the purpose of opening and operating a Mexican food restaurant. The restaurant closed after 22 days of operation, and the Barkers filed suit against the Browns, General Shopping Centers, Inc. (General) and Pinehollow Plaza, Ltd. (Pinehollow) for breach of the agreement and stock pledge. The trial court entered a directed verdict for the defendants at the close of the plaintiffs' case. Plaintiffs appeal, maintaining, in nine points of error, that they raised fact issues on each element of their claims.
An instructed verdict is properly granted at the close of a plaintiff's case if the plaintiff has failed to raise controverted fact issues and the defendant is thereby entitled to judgment as a matter of law. Shelton v. Swift Motors, Inc., 674 S.W.2d 337, 340 (Tex.App.--San Antonio 1984, writ ref'd n.r.e.); Watts v. St. Mary's Hall, Inc., 662 S.W.2d 55, 59 (Tex.App.--San Antonio 1983, writ ref'd n.r.e.). If reasonable minds may differ as to the truth of the controlling facts, a jury issue is present, Najera v. Great Atl. & Pac. Tea Co., 146 Tex. 367, 207 S.W.2d 365, 367 (1948), and an instructed verdict is, thus, improper.
Points of error one, two and three assert that appellants raised a fact issue on (1) whether appellees breached the agreement and stock pledge, (2) whether appellees were personally obligated to pay appellant Bruce Barker a salary of $5,000 per month for six months, and (3) whether appellees were obligated to finance the restaurant for at least six months. The contract provided in pertinent part:
The contract also provided: "[Appellant] shall receive a guaranteed salary of [$5,000] per month...." and "As soon as possible, the [$5,000] per month will be paid from the gross revenues of the operation of the Mexican restaurant...."
The contract did not obligate appellees to contribute unlimited capital to keep the restaurant open for six months as appellants argue. Instead, appellees were required to contribute up to $20,000 which the undisputed evidence showed they did. In fact, appellees contributed far more than $20,000. The six-month provision dealt with another form of appellant's compensation, i.e., an ownership interest in the restaurant. In addition, appellants argue that "guaranteed salary" means that appellees were to personally guarantee his salary for the six-month period, whether the restaurant was open and he was managing it or not. We disagree. By the plain language of the agreement and read in the proper context, appellant's salary was to be paid from gross revenues of the restaurant and was "guaranteed" because it was not dependent upon the restaurant making a profit, as was his other compensation, i.e., receiving an ownership interest in the business. Points of error one, two and three are, thus, overruled.
In point of error nine, appellants assert that the trial court erred in not applying the doctrine of promissory estoppel to the case. The law is well settled that the doctrine of promissory estoppel is not applicable where there exists a legally valid contract between the parties. Stewart & Stevenson Serv., Inc. v. Enserve, Inc., 719 S.W.2d 337, 344 (Tex.App.--Houston [14th Dist.] 1986, writ ref'd n.r.e.). The validity of the agreement and stock pledge in this case was never brought into issue. Accordingly, the trial court correctly concluded that appellants were not entitled to recover under a theory of promissory estoppel as a matter of law. Point of error nine is overruled.
In point of error eight, appellants assert that a directed verdict was improperly granted because it produced some evidence that General Shopping Center, Inc. and Pinehollow Plaza, Ltd. were obligated to appellants under the agreement and stock pledge. The contract unambiguously states, "THIS AGREEMENT ... is by and between Bruce D. Barker [appellant] ... and Vernon D. Brown and Karmalene K. Brown [appellees]...." They signed in their individual capacities and not as agents of either entity appellants claim are obligated under the agreement. Point of error eight is accordingly overruled.
In points of error four through six, appellants argue that a directed verdict was not proper since they produced some evidence (1) that appellees interfered with the performance of the agreement and stock pledge, (2) that appellees were negligent in assisting appellants in the formation and operation of the restaurant, and (3) that appellees acted "with willful, wanton and malicious conduct and in bad faith against appellants." Appellants contend that appellees wrongfully failed to finance any advertising for the restaurant or a grand opening. These contentions, however, fail as a matter of law.
A defendant's breach of his own contract with a plaintiff is not a basis for the tort of interference with contractual rights. See Gulf Atl. Life Ins. Co. v. Hurlbut, 696 S.W.2d 83, 101 (Tex.App.-...
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...the interfering party must merely have acted unlawfully, intentionally and knowingly, without just cause or excuse.” Barker v. Brown , 772 S.W.2d 507, 511 (Tex. App.—Beaumont 1989, no writ); s ee RRR Farms v. American Horse Protection Ass’n , 957 S.W.2d 121, 131 (Tex. App.—Houston [14th Dis......
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...the interfering party must merely have acted unlawfully, intentionally and knowingly, without just cause or excuse.” Barker v. Brown , 772 S.W.2d 507, 511 (Tex. App.—Beaumont 1989, no writ); s ee RRR Farms v. American Horse Protection Ass’n , 957 S.W.2d 121, 131 (Tex. App.—Houston [14th Dis......
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...the interfering party must merely have acted unlawfully, intentionally and knowingly, without just cause or excuse.” Barker v. Brown , 772 S.W.2d 507, 511 (Tex. App.—Beaumont 1989, no writ); s ee RRR Farms v. American Horse Protection Ass’n , 957 S.W.2d 121, 131 (Tex. App.—Houston [14th Dis......
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Other Workplace Torts
...the interfering party must merely have acted unlawfully, intentionally and knowingly, without just cause or excuse.” Barker v. Brown , 772 S.W.2d 507, 511 (Tex. App.—Beaumont 1989, no writ); s ee RRR Farms v. American Horse Protection Ass’n , 957 S.W.2d 121, 131 (Tex. App.—Houston [14th Dis......