Brewer & Pritchard, P.C. v. Amko Res. Int'l, LLC
| Decision Date | 15 July 2014 |
| Docket Number | NO. 14-13-00113-CV,14-13-00113-CV |
| Court | Texas Court of Appeals |
| Parties | BREWER & PRITCHARD, P.C., Appellant v. AMKO RESOURCES INTERNATIONAL, LLC AND JOHN I. MYUNG, Appellee |
Affirmed in part, reversed in part and Memorandum Opinion filed July 15, 2014.
On Appeal from the 334th District Court
Harris County, Texas
Brewer & Pritchard, L.P. ("B&P") sued AMKO Resources International, LLC ("AMKO") and Dr. John I. Myung for tortious interference with an existing contract,1 conversion, and civil conspiracy.2 In five issues, B&P appeals eachground on which the trial court may have granted AMKO's and Dr. Myung's traditional motions for summary judgment. We affirm in part and reverse and remand in part.
In 2008, Strategic Petroleum Investment Consultants Enterprise, Inc. ("SPICE") was contemplating the disposition of its interests in oil and gas leases located in Cooke, Denton, Montague, and Wise Counties. An operator of a number of the leases in question unilaterally terminated SPICE's interests. SPICE hired B&P to resolve the dispute with the operator. SPICE and B&P entered into acontingent fee agreement dated June 10, 2008.3 On July 22, 2008, B&P succeeded in negotiating a settlement in which the operator agreed to restore SPICE's lease interests in return for a release. On the same day, SPICE sold 67.5% of its interest in the disputed properties to AMKO for $27 million pursuant to a Purchase Sale Agreement (the "PSA"). B&P notified AMKO of its contingent-fee interest and provided AMKO with instructions on transferring 15% of the purchase price to B&P's bank. AMKO paid the full $27 million to SPICE.
Believing it was entitled to 15% of SPICE's oil and gas interests and therefore 15% of the $27 million, B&P initiated arbitration against SPICE for breach of the fee agreement. On December 30, 2008, the arbitrator found that SPICE had breached the fee agreement. The arbitrator awarded B&P $4,050,000 plus fees and interest. A trial court entered judgment confirming the arbitration award on January 20, 2009. The total amount of the judgment, including fees and costs but excluding interest, was $4,112,126.90. On March 5, 2009, B&P and SPICE settled their fee-agreement dispute. In return for SPICE's payment of $1 million in "full satisfaction" of the judgment, B&P agreed to release the judgment lien against SPICE.
On August 9, 2010, B&P sued AMKO and Dr. Myung, AMKO's managing member at the time of the alleged wrongdoing, for tortious interference with contract, business disparagement, and conspiracy. B&P amended its petition in February 2011, dropping the business disparagement claim and adding a conversion claim. Dr. Myung and AMKO filed traditional motions for summary judgment. Dr. Myung limited the grounds for his summary judgment argument tothe one satisfaction rule. AMKO sought summary judgment on four affirmative defenses: (1) the one satisfaction rule, (2) res judicata, (3) justification, and (4) waiver.4 AMKO also attacked B&P's conversion claim in its motion.
The trial court issued two summary judgment orders. On November 12, 2012, the trial court granted Dr. Myung's motion for summary judgment solely on one-satisfaction grounds. On the same day and without specifying its grounds for doing so, the trial court separately granted AMKO's motion for summary judgment. B&P timely appealed both summary judgment orders.
We review de novo the trial court's granting of a traditional motion for summary judgment. Farmers Ins. Exch. v. Rodriguez, 366 S.W.3d 216, 221 (Tex. App.—Houston [14th Dist.] 2012, pet. denied). We must take as true evidence favorable to the non-movant. Friendswood Dev. Co. v. McDade & Co., 926 S.W.2d 280, 282 (Tex. 1996). To prevail on a motion for summary judgment, a defendant must either conclusively negate at least one element of each of the plaintiff's causes of action or conclusively establish each element of any affirmative defense that was before the trial court. Id. A matter is conclusively established if reasonable people could not differ as to the conclusion to be drawn from the evidence. Rodriguez, 366 S.W.3d at 221. "When a trial court's order granting summary judgment does not specify the ground or grounds relied on for its ruling, summary judgment will be affirmed on appeal if any of the theories advanced are meritorious." Dow Chem. Co. v. Francis, 46 S.W.3d 237, 242 (Tex. 2001) (quoting Carr v. Brasher, 776 S.W.2d 567, 569 (Tex. 1989)) (internal quotations omitted).
Because this appeal involves two separate summary judgment orders, we begin by analyzing whether the trial court properly granted summary judgment in favor of Dr. Myung on the one satisfaction rule. We then address whether the trial court properly granted summary judgment on any of the bases articulated by AMKO.
"The one satisfaction rule applies to prevent a plaintiff from obtaining more than one recovery for the same injury." Stewart Title Guar. Co. v. Sterling, 822 S.W.2d 1, 7 (Tex. 1991); see also Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378, 390 (Tex. 2000). Under this rule, a plaintiff is entitled to one recovery for damages suffered when multiple defendants commit the same act as well as when multiple defendants commit technically different acts resulting in a single injury. Casteel, 22 S.W.3d at 390. A court can grant summary judgment based on the one satisfaction rule. See El Paso Natural Gas Co. v. Berryman, 858 S.W.2d 362, 363 (Tex. 1993) (per curiam). The one satisfaction rule is grounds for granting summary judgment when (1) the one satisfaction rule applies, (2) the credit sought by the defendant entirely sets off the maximum compensatory liability claimed by the plaintiff, and (3) punitive damages are not at issue. Cohen v. Arthur Andersen, L.L.P., 106 S.W.3d 304, 309-10 (Tex. App.—Houston [1st Dist.] 2003, no pet.).
B&P argues that it "never obtained full satisfaction of its damages" and that the one satisfaction rule, therefore, only entitles Dr. Myung, the non-settling defendant, to an offset or credit. According to B&P, "the one satisfaction rule prevents double recovery, but it does not prevent full recovery." "Full recovery" to B&P means that it is entitled to at least $3,112,126.90—the difference between the judgment amount and the settlement amount. B&P contends that it is entitled topursue other wrongdoers for that amount. Dr. Myung responds that B&P's only injury was SPICE's breach of the fee agreement, and because B&P and SPICE fully settled their contract dispute, it would violate the one satisfaction rule to award B&P the difference between the judgment amount and the settlement amount.
We first address a preliminary issue: whether the one satisfaction rule applies to B&P's conversion claim. We will then assess whether, in relation to B&P's tortious interference and conspiracy claims, Dr. Myung was entitled to summary judgment on one satisfaction grounds.
In support of his contention that the one satisfaction rule applies to all of B&P's claims, Dr. Myung compares the measures of damages for each of B&P's claims. The purpose of this comparison is ostensibly to prove that B&P suffered only one injury by showing that the measures of damages for each of B&P's claims are indistinguishable from each other. We disagree with Dr. Myung's argument to the extent that it applies to B&P's conversion claim.
The injury that results from tortious interference is different from the injury that results from conversion because the interests each claim vindicates are distinct. The tortious interference causes of action are designed to protect the plaintiff's interest in his contractual rights and expectancies and to protect the relationship between the parties to a contract. See Restatement (Second) of Torts § 766 cmt. c (1979) (discussing the history of tortious interference); 3 Dan B. Dobbs, Paul T. Hayden & Ellen M. Bublick, The Law of Torts §§ 605, 616 (2d ed. 2011) (); W. Page Keeton et al., Prosser and Keeton on the Law of Torts § 129 (5th ed. 1984) (); John A. Conway & Eve L. Pouliot, Annual Survey of Texas Law: Business Torts, 48 SMU L. Rev. 919, 920 (1995).
The damages resulting from tortious interference claims are generally measured by the "benefit of the bargain"—that is, the damages for both breach of contract and tortious interference are designed to "put the plaintiff in the same economic position he would have been in had the contract . . . been actually performed." Am. Nat'l Petroleum Co. v. Transcon. Gas Pipe Line Corp., 798 S.W.2d 274, 278 (Tex. 1990); see also Mays v. Pierce, 203 S.W.3d 564, 577 (Tex. App.—Houston [14th Dist.] 2006, pet. denied); Anderson, Greenwood & Co. v. Martin, 44 S.W.3d 200, 219 (Tex. App.—Houston [14th Dist.] 2001, pet. denied).
In contrast, the conversion cause of action is intended to vindicate individual property rights, and conversion damages are generally measured by market value, loss of use, or rental value. See United Mobile Networks, L.P. v. Deaton, 939 S.W.2d 146, 147-148 (Tex. 1997) (per curiam); Wells Fargo Bank Nw., N.A. v. RPK Capital XVI, L.L.C., 360 S.W.3d 691, 706, 710 (Tex. App.—Dallas 2012, no pet.); Wiese v. Pro Am Servs., Inc., 317 S.W.3d 857, 862-63 (Tex. App.—Houston [14th Dist.] 2010, no pet.); see also Restatement (Second) of Torts § 222A cmt. a (1965) ...
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