Capitan Enterprises, Inc. v. Jackson, No. 08-93-00309-CV
| Court | Court of Appeals of Texas |
| Writing for the Court | Before BARAJAS; LARSEN |
| Citation | 903 S.W.2d 772 |
| Parties | CAPITAN ENTERPRISES, INC., West Texas Water Supply, and Great Plains Water Systems, Inc., Appellants, v. Darrell JACKSON, Appellee. |
| Docket Number | No. 08-93-00309-CV |
| Decision Date | 22 December 1994 |
Page 772
Great Plains Water Systems, Inc., Appellants,
v.
Darrell JACKSON, Appellee.
El Paso.
Rehearing Overruled March 1, 1995.
Page 773
Carol Barry, Jeff Armstrong, Kuperman, Orr, Mouer & Albers, Austin, for appellants.
Kevin B. Jackson, Andrews, James L. Musselman, Houston, for appellee.
Before BARAJAS, C.J., and LARSEN and McCOLLUM, JJ.
LARSEN, Justice.
This appeal stems from a judgment in favor of plaintiff Darrell Jackson, in which he was awarded 5% of gross billings of defendants Capitan Enterprises, Inc. and its subsidiaries West Texas Water Supply and Great Plains Water Systems, Inc. for salt water oilfield flooding. We reverse and render.
In the early 1970's, plaintiff Darrell Jackson and members of his family owned Andrews Industrial Water, Inc. (AIWI), a company engaged in the sale of fresh water for oilfield flooding in Andrews County. 1 Andrews Industrial Water was a small company, owning only a few water wells, a one-mile pipeline, and possessing a take-or-pay contract with only one customer. In 1971, Andrews sold his stock to a company called GPWC for $364,715.64. GPWC was owned by a larger company called Telecom, or TCC. The AIWI sale included a non-competition agreement prohibiting Jackson from selling water for oilfield flooding in Andrews or Lea Counties for ten years. In return for that agreement, he was to receive:
5% of AIWI's, GPWC's, TCC's or any Related Company's, their successors or assigns, prior month's actual gross billings from sales to any oilfield waterflood units in Andrews County, Texas, or Lea County, New Mexico under contracts consummated after Closing Date.... [Emphasis added].
In 1977, GPWC sold its assets to Great Plains Water Corp. In the sales contract, Great Plains Water Corp. specifically assumed liability for GPWC's promissory note to Jackson, but the contract was silent as to the 5% payments which were compensation for the non-competition agreement. Nevertheless, Great Plains Water Corp. paid 5% of its gross billings for water sales in Andrews
Page 774
County to Darrell Jackson. It continued to make these payments until 1983, when it sold its assets to Great Plains Water System, Inc, a subsidiary of Capitan Enterprises. GPWC, Great Plains Water Corp., and Great Plains Water System, Inc. 2 were all involved in supplying fresh water for oilfield injection. None owned salt water systems.Meanwhile, Shell Oil Company had owned and operated a large salt water system in the same area, the West Texas Water Supply System. In 1983, it sold that system (needing millions of dollars in repairs) to T. Lee Enterprises, which later became Capitan Enterprises, Inc. After acquiring the Shell system, Capitan made large salt water sales to various oilfield customers, including some in Andrews County. The Great Plains fresh water system and Capitan salt water systems were completely independent. Capitan paid Darrell Jackson nothing on its salt water sales.
Shell, in preparing for the sale of its West Texas Water Supply System, had solicited bids. Darrell Jackson was one of those bidding on the system, and was therefore given detailed maps showing the system's delivery points, estimates of expected water deliveries, including those in Andrews County, and was even taken on a personal tour of the system. He was thoroughly familiar with it before the ultimate decision was made to accept Capitan's bid in 1983.
The only connection between Jackson and Capitan Enterprises (excluding their competitive bids on the Shell system) was the string of purchases wherein GPWC acquired Andrews Industrial Water in its entirety in 1971 (a stock sale); Great Plains Water Corp. acquired the assets of GPWC in 1983; and Great Plains Water System, Inc. (a subsidiary of Capitan) acquired the assets of Great Plains Water Corp. in 1983.
Jackson, although he had known since the Shell sale in 1983 that Capitan was selling water in Andrews County, never suggested until 1990 that he was owed money on the salt water sales. In April 1990, Jackson asked to audit Capitan's records, and for the first time claimed he was entitled to 5% of Capitan's billings for the salt water system. In October 1990, Jackson filed this lawsuit claiming that amount was owed him, and urging that Capitan is a "related company" under the terms of his 1971 non-competition agreement with GPWC.
Both Capitan and Jackson filed motions for summary judgment in the trial court. They agreed that the term "related company" was unambiguous. The trial court granted Jackson's motion and denied Capitan's, holding that Capitan was a "related company" under the contract. A jury trial ensued, and the jury found that Great Plains Water System had assumed the obligations to Jackson arising from the 1971 contract, through the intermediate assumption of those obligations by Great Plains Water Corp. The trial court, adopting Jackson's theory of Capitan's liability as a related company, entered judgment for...
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...assignment is intended to change only who performs an obligation, not the obligation to be performed." Capitan Enter., Inc. v. Jackson, 903 S.W.2d 772, 776 (Tex. Ct. App. 1994)." 'An assignee obtains only the right, title and interest of his assignor at the time of his assignment, and no mo......
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Sharp v. Caterpillar, Inc., 03-95-00272-CV
...novo the district court's determination that Caterpillar was entitled to judgment as a matter of law. Capitan Enters., Inc. v. Jackson, 903 S.W.2d 772, 775 (Tex.App.--El Paso 1994, writ (i) Statutory Interpretation The Comptroller argues that the district court erred because the Tax Code do......
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Auto-Chlor System of Minnesota v. Johnsondiversey, Civ. 02-535(RHK/SRN).
...true: Plaintiffs' rights are neither enlarged nor diminished as to DiverseyLever and Auto-C. See, e.g., Capitan Enters., Inc. v. Jackson, 903 S.W.2d 772, 776 (Tex.App.1994). Said another way, if DiverseyLever and Auto-C stand in the shoes of ACS, Plaintiffs must remain in their own shoes. P......
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State v. Am. Tobacco Co., CIVIL ACTION NO. 5:96-CV-00091-JRG
...by the simple expedient of assigning them." Id. Texas law follows this rule, as must this Court. See Capitan Enters., Inc. v. Jackson , 903 S.W.2d 772, 776 (Tex. App.—El Paso 1994, writ denied).iv. "In the Manner Expressly Provided For Herein" The Texas Settlement also provides that it shal......
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Medtronic Ave. v. Advanced Cardiovascular Sys., No. 00-5230
...assignment is intended to change only who performs an obligation, not the obligation to be performed." Capitan Enter., Inc. v. Jackson, 903 S.W.2d 772, 776 (Tex. Ct. App. 1994)." 'An assignee obtains only the right, title and interest of his assignor at the time of his assignment, and no mo......
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Sharp v. Caterpillar, Inc., 03-95-00272-CV
...novo the district court's determination that Caterpillar was entitled to judgment as a matter of law. Capitan Enters., Inc. v. Jackson, 903 S.W.2d 772, 775 (Tex.App.--El Paso 1994, writ (i) Statutory Interpretation The Comptroller argues that the district court erred because the Tax Code do......
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Auto-Chlor System of Minnesota v. Johnsondiversey, Civ. 02-535(RHK/SRN).
...true: Plaintiffs' rights are neither enlarged nor diminished as to DiverseyLever and Auto-C. See, e.g., Capitan Enters., Inc. v. Jackson, 903 S.W.2d 772, 776 (Tex.App.1994). Said another way, if DiverseyLever and Auto-C stand in the shoes of ACS, Plaintiffs must remain in their own shoes. P......
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State v. Am. Tobacco Co., CIVIL ACTION NO. 5:96-CV-00091-JRG
...by the simple expedient of assigning them." Id. Texas law follows this rule, as must this Court. See Capitan Enters., Inc. v. Jackson , 903 S.W.2d 772, 776 (Tex. App.—El Paso 1994, writ denied).iv. "In the Manner Expressly Provided For Herein" The Texas Settlement also provides that it shal......