Bujnoch v. Copano Energy, LLC
| Decision Date | 28 December 2017 |
| Docket Number | NUMBER 13–15–00621–CV |
| Citation | 581 S.W.3d 262 |
| Parties | STANLEY D. BUJNOCH, LIFE ESTATE, et al., Appellants, v. COPANO ENERGY, LLC, et al., Appellees. |
| Court | Texas Court of Appeals |
Kyle Lawrence, Erin Hilary Huber, Matthew P. Whitley, Joe W. Redden Jr., Leslie Tronche, for Alice Friedrich, Stanley D. Bujnoch, Life Estate, Betty A. Bujnoch, Life Estate, James J. Bujnoch, Sally Ann Bujnoch, K & HR Properties, L.P., Susan K. McDowell, Allan Grahmann, Shelly E. Summers, Cauley–Barker, Ltd., Jo Ann Schindler, Independent Executrix of the Estate of Annie Mae Technik, Deceased and Trustee of the Annie Mae Technik Family Trust, Sandra Kay Coe, Stanley D. Bujnoch, Jr., Transportation Equipment, Inc. and Harvey Renger Jr., Trustee of the Harvey Renger Jr. Trust.
D. Mitchell McFarland Carrie Schadle, for Kinder Morgan Energy Partners, L.P., Copano Energy, LLC, Copano Pipelines/South Texas, L.P. and Copano Energy Services GP, LLC.
Before Chief Justice Valdez and Justices Contreras and Benavides
This is an appeal from a summary judgment granted in favor of appellees Copano Energy, LLC, et al. (Copano). By two issues, appellants Stanley D. Bujnoch, Life Estate, et al. (the Bujnochs) contend that the trial court erred by granting Copano's motion for summary judgment and dismissing their claims against Copano for (1) breach of contract, and (2) tortious interference. We affirm in part and reverse and remand in part.
The Bujnochs1 own property in Lavaca and Dewitt counties. In 2011, the Bujnochs granted to Copano2 a thirty-foot wide easement for the construction, operation, and maintenance of a 24–inch pipeline on their properties. The easements were signed by the parties and recorded in the county records.
In December 2012, Copano approached the Bujnochs about obtaining a second easement to construct an additional 24–inch pipeline on their properties. Marcus Schwartz, counsel for the Bujnochs, negotiated the second easement with James Sanford (James), Copano's Director of Right-of-Way Services. James and Schwartz exchanged several emails concerning the terms of the second easement.
On December 7, 2012, James emailed Schwartz that "[Copano] will be buying an additional 20 feet easement contiguous to the first easement for a 2nd 24 inch gas line." James typed his name below this message. In a previous e-mail that day, James wrote that Copano "will be laying the line generally on the [n]orth side of the existing 24 inch line." James typed his name below that message too.
Two weeks later, Copano created a proposed plat using the plat from the original easement. This plat, which is shown below, reflects that the second easement will run adjacent to the existing easement on the north side:
January 2013
On January 29, 2013, appellee Kinder Morgan Energy Partners, L.P (Kinder Morgan) and Copano publically announced their impending merger.
The next day, on January 30, 2013, James emailed Schwartz agreeing to pay Schwartz's "clients $70 per foot for the second 24–inch line." James typed his name below this message. Minutes later, Schwartz accepted Copano's offer and requested that James provide advance notice to the Bujnochs before surveying their properties.3
On February 12, 2013, James emailed Schwartz agreeing to pay one of the appellants, Transportation Equipment, Inc., $88 per foot for the second easement. James typed his name below this message, and he included a signature block that detailed his job title, address, and phone number.
On February 13, 2013, Schwartz's legal secretary sent an email to James, in which she requested that he approve a formal amendment to the original easement. Schwartz's legal secretary included the amendment as an attachment to the email. The formal amendment modified the description of the original easement, consistent with the parties' email communication, by adding an additional 24–inch pipeline and by widening the original easement an additional twenty feet, for a total of two 24–inch pipelines running within a fifty-foot easement. That same day, James replied to the email stating "I am fine with these changes." James typed his name below this message.
The summary judgment record shows that, throughout February 2013, a Copano representative named Thomas Goolsby mailed letters to each of the Bujnochs on Copano stationary. Included in each letter was a copy of the December 2012 plat shown above and an offer to pay no more than $25 per foot for the second easement. Each letter purported to enclose a "Pipeline Easement Amendment," which the Bujnochs were instructed to sign and return to Goolsby if they wished to accept the offer.4 The letter made no reference to the agreement James and Schwartz made through their email exchanges. None of the Bujnochs accepted Goolsby's offer.
By March 2013, Kinder Morgan was in the process of finalizing its merger acquisition of Copano.5 With this acquisition approaching, Schwartz received an email from Brent Eubank, another representative purporting to act on behalf of Copano. Eubank wrote Schwartz that he was sending a "landowner compensation proposal letter" on behalf of Copano that would explain what Copano was willing to pay for the second easement. The proposal letters offered $20 to $40 per foot for the second easement.
Schwartz forwarded Eubank's email to James with a message in all caps stating "THIS IS NOT OUR DEAL WHAT IS GOING ON?" to which James replied:
I know that this is not our deal. I believe that we have most of the plats. I think that we can start closing easements no later than the end of March (I want to be done by the end of April). Our deal still stands. Copano does not want to go to court with any of your clients. The letter went out to all of the attorneys that represent landowners on the pipeline. I am not sure why [Eubank] chose to send you ... this letter. They knew that we already had a deal for your clients. I am sorry for the confusion.[6 ]
Despite James's assurances, neither Copano nor Kinder Morgan honored the agreement to purchase the second easement at the prices that James initially offered and that the Bujnochs accepted.
The Bujnochs sued Copano for breach of contract, alleging that James bound the company to the agreement to purchase the second easement at $70 per foot (or $88 per foot for Transportation Equipment, Inc.), as evidenced by his email exchanges with Schwartz and his approval of the formal amendment to the original easement. The Bujnochs also sued Kinder Morgan for tortiously interfering with this agreement during its acquisition of Copano.
Copano responded to the lawsuit by moving for summary judgment as to the Bujnochs' breach-of-contract claim. Copano asserted that the statute of frauds barred enforcement of any agreement to purchase the second easement at the prices James offered. Kinder Morgan responded to the lawsuit by moving for summary judgment as to the Bujnochs' tortious-interference claim. Kinder Morgan asserted that the tortious interference claim had no merit because the statute of frauds barred enforcement of the underlying contract.
The trial court granted Copano and Kinder Morgan's motions for summary judgment and dismissed the Bujnochs' claims for breach of contract and tortious interference. The trial court did not specify the basis for its summary judgment. This appeal followed.
By their first issue, the Bujnochs contend that the trial court erred in dismissing their claim against Copano for breach of contract under the statute of frauds.
Summary judgment is proper if a movant establishes that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. See TEX. R. CIV. P. 166a(c) ; Randall's Food Mkts., Inc. v. Johnson , 891 S.W.2d 640, 644 (Tex. 1995) ; Mowbray v. Avery , 76 S.W.3d 663, 690 (Tex. App.—Corpus Christi 2002, pet. denied). A defendant who conclusively establishes all of the elements of an affirmative defense is entitled to summary judgment. See Cathey v. Booth , 900 S.W.2d 339, 341 (Tex. 1995). In reviewing a summary judgment, "we must accept as true evidence in favor of the nonmovant, indulging every reasonable inference and resolving all doubts in the nonmovant's favor." Id.
The statute of frauds is an affirmative defense to the enforceability of a contract. See TEX. R. CIV. P. 94. It requires that certain types of contracts must be evidenced by a writing of some kind. See TEX. BUS. & COM. CODE ANN. § 26.01(b) (West, Westlaw through 2017 1st C.S.). As relevant here, an agreement to purchase an easement is not enforceable unless the agreement, or a memorandum of it, is "(1) in writing; and (2) signed by the person to be charged with the ... agreement or by someone lawfully authorized to sign for him." TEX. BUS. & COM. CODE ANN. § 26.01(a) ; see id. § 26.01(b) ; Pick v. Bartel , 659 S.W.2d 636, 637 (Tex. 1983). "A memorandum is required by the statute of frauds, not for the purpose of obtaining a contract in writing, but merely to furnish written evidence, signed by the party to be charged, of the obligation to be enforced against him." Adams v. Abbott , 151 Tex. 601, 604–05, 254 S.W.2d 78, 80 (1952). Therefore, "a valid memorandum of the contract may consist of letters and telegrams signed by the party to be charged and addressed to ... the other party to the contract." Id.
A written memorandum evincing an agreement need not contain all of the terms of the agreement, only the essential terms. See Cohen v. McCutchin , 565 S.W.2d 230, 232 (Tex. 1978). Which terms are essential to the agreement is determined on a case-by-case basis. Parker Drilling Co. v. Romfor Supply Co. , 316 S.W.3d 68, 73–74 (Tex. App.—Houston [14th Dist.] 2010, pet. denied).
The Bujnochs' claim for breach of contract concerns Copano's alleged promise to purchase a...
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Copano Energy, LLC v. Bujnoch
...of appeals affirmed summary judgment on the tortious interference claim but reversed summary judgment on the breach of contract claim. 581 S.W.3d at 277. Copano petitioned for review on the contract claim, and we granted the petition.II. Discussion Certain agreements, including "a contract ......