Centerpoint Energy Houston Elec. v. Old Tjc

• Citation: 177 S.W.3d 425
• Decision Date: 08 August 2005
• Docket Number: No. 01-03-00158-CV.,01-03-00158-CV.
• Parties: CENTERPOINT ENERGY HOUSTON ELECTRIC, L.L.P., Appellant, v. The OLD TJC COMPANY, Appellee.
• Court: Texas Supreme Court

177 S.W.3d 425

CENTERPOINT ENERGY HOUSTON ELECTRIC, L.L.P., Appellant, v. The OLD TJC COMPANY, Appellee.

No. 01-03-00158-CV.

Court of Appeals of Texas, Houston (1st Dist.).

May 5, 2005.

Rehearing Overruled August 8, 2005.

COPYRIGHT MATERIAL OMITTED

J. Mark Breeding, Andrews & Kurth, Charles Black McFarland, Vinson & Elkins, L.L.P., Houston, TX, Richard L. Tate, Tate & Associates, Richmond, TX, H. Dixon Montague, Vinson & Elkins, Houston, TX, for Appellant.

Alan Brandt Daughtry, Houston, TX, For Appellee.

Panel consists of Justices TAFT, JENNINGS, and HANKS.

OPINION

GEORGE C. HANKS, JR., Justice.

This appeal arises out of a dispute regarding the ownership of a landlocked 60.724-acre tract of undeveloped land located in the Brazos River flood way in southeastern Fort Bend County, Texas. Appellant, CenterPoint Energy Houston Electric, LLC, as successor to Reliant Energy, Incorporated, formerly Houston Lighting & Power Company ("HL&P"), appeals the Agreed Final Judgment Nunc Pro Tunc, in which the trial court denied HL&P's motion for summary judgment seeking fee simple title to the property and granted the motion for summary judgment filed by the appellee, the Old TJC Company, formerly The Johnson Company ("the Old TJC"). In six issues, HL&P contends that the trial court erred (1) in holding that, six years after the Deed was drafted, the Old TJC still owned an interest in the property; (2) in implicitly holding that the interest that the Old TJC reserved in the Special Warranty Deed was a conditional limitation and not a condition subsequent; (3) in holding that the "mere conveyance" of the property to HL & P triggered the Old TJC's claimed interest in the property; (4) in holding that the property "automatically" and immediately reverted to the Old TJC; (5) in denying HL & P's motion for summary judgment; and (6) in granting the Old TJC's cross-motion for summary judgment. We reverse and render.

Background

On April 21, 1986, the Old TJC executed a Special Warranty Deed ("Original Deed") in which it "GRANTED, SOLD, and CONVEYED" 60.724 acres of land to Fort Bend County. The deed contained the following restriction:

It is expressly provided, agreed and understood that the herein described and conveyed property shall be used exclusively by [Fort Bend County] for purposes of operating and maintaining the same as a public park for recreational purposes only, and in the event that [Fort Bend County] should for any reason fail or cease to use the herein described property as a public park for more than ninety (90) days, then title to the herein described property shall, on the ninety-first (91st) day following such cessation or abandonment of use, revert to and become the property of [the Old TJC], its successors or assigns, and [Fort Bend County] agrees to execute such deeds or other instruments as may be necessary or appropriate to evidence such reversion of title and to convey the property herein described to [the Old TJC], its successors or assigns.

The restriction on the use of the herein described property as a public park, and the provisions hereof relating to the automatic reversion of title to [the Old TJC] shall remain in full force and effect from the date of execution hereof until the date that is twenty one (21) years after the death of all of the now living decendants [sic] of Ronald Reagan, the president of the United States.

(Emphasis added.) Following the execution of this deed, the Old TJC retained only a reversionary interest in the subject property.

On June 25, 1990, the Old TJC and Fort Bend County executed a "Correction Deed." In its recitals, the Correction Deed referenced the Original Deed and set forth the metes and bounds description of the property, but it did not reference the use restriction contained in the Original Deed. The Correction Deed stated in pertinent part that:

WHEREAS, by deed dated April 21, 1986, (Original Deed), which appears of record under County Clerk File No. 8667669 in the deed records of Fort Bend County, Texas, THE JOHNSON CORPORATION, a Texas corporation, ("Grantor"), GRANTED, SOLD and CONVEYED unto FORT BEND COUNTY, TEXAS, a political subdivision of the State of Texas ("Grantee") all of Grantor's rights, title and interest in and to that certain tract of land therein described as follows, . . . .

The Correction Deed also noted that the metes and bounds description contained in the Original Deed was incorrect and that the parties desired to correct this in the Correction Deed.

WHEREAS, said property description contained in the original deed is incorrect in that the fifth paragraph recites, "THENCE NORTH 86 DEGREES 08 MINUTES, 59 SECOND . . ." and in that said fifth paragraph should recite, "THENCE SOUTH 86 DEGREES 08 MINUTES, 59 SECONDS . . . ."; and,

WHEREAS, Grantor and Grantee desire to correct the property description contained in the Original Deed so that the public records will show that FORT BEND COUNTY'S rights in and to the deeded lands were intended to be, and are in and to the tract of land hereinafter correctly described; . . . .

The Correction Deed proceeded to grant all of the Old TJC's rights, title and interest in the property to Fort Bend County.

KNOW ALL MEN BY THESE PRESENTS:

That THE JOHNSON CORPORATION, a Texas corporation ("Grantor") for and in the consideration of TEN AND NO/100 DOLLARS ($10.00) and other good and valuable consideration, the sufficiency of which is hereby acknowledged and confessed have GRANTED, SOLD AND CONVEYED, and by these presents do GRANT, SELL and CONVEY unto FORT BEND COUNTY, TEXAS, a political subdivision of the State of Texas ("Grantee"), all of Grantor's rights, title, interest, claim and demand in and to that certain tract of land situated in said County of Fort Bend and described as follows: . . . .

The Correction Deed also contained an habendum clause, which stated:

TO HAVE AND TO HOLD the above described rights, title, interest, claim, and demand, to the said GRANTEE [Fort Bend County], its heirs and assigns forever, so that neither the GRANTOR [the Old TJC], its legal representatives or assigns shall have any right or title to or interest in such property, premises, or appurtenances, or any part thereof, at any time hereafter.

The Correction Deed was "EXECUTED, ACCEPTED AND EFFECTIVE for all purposes as of April 21, 1986 . . . ."

On February 12, 1996, HL & P sued Fort Bend County and the Old TJC in an attempt to seek "declaration of the property interests" owned by the County and the Old TJC resulting from the 1986 and 1990 deeds. It also attempted to establish a "claim of a property interest as to a portion of the land in controversy and for condemnation thereof in favor of HL & P." In its petition, HL & P explained that it was in the process of establishing a railway or railroad spur terminating at one of its electric generation plants in Fort Bend County. In connection with the rail spur project, HL & P determined that it was necessary to excavate soil and clay from areas near to the rail spur easement in order to construct the railroad. The property that was the subject of the Original and Correction Deeds was ideally suited for the excavation project.

In response, among other things, the Old TJC filed a plea to the jurisdiction in which it asserted that, because HL & P had no ownership interest in the property, the case should be dismissed. Subject to its other pleadings, the Old TJC filed counterclaims seeking, among other things, declaratory relief determining ownership of the property.

The next week, HL & P nonsuited all of its "claims stated in its Original Petition." On the same day, HL & P bought the property from Fort Bend County.¹ After it purchased the property from Fort Bend County, HL & P filed a new petition that, among other things, responded to the Old TJC's jurisdictional challenge. Both parties filed competing motions for summary judgment.

In an Agreed Final Judgment Nunc Pro Tunc,² the trial court determined that, "as of April 12, 1996, Old TJC owned a reversionary interest in the 60.724-acre tract. . . . The Court also determined that Old TJC's reversionary interest was triggered by Fort Bend County on April 12, 1996, thereby causing title to the 60.724-acre tract to revert automatically to Old TJC on that date." The claims regarding the title to the property were severed, and the order was made final and appealable.

Summary Judgment Standard of Review

In a traditional summary judgment, the movant bears the burden of proof, and all doubts concerning the existence of a genuine issue of fact must be resolved against the movant. Tex.R. CIV. P. 166a(c); Roskey v. Tex. Health Facilities Comm'n, 639 S.W.2d 302, 303 (Tex.1982). Once the movant proves a right to a summary judgment, the burden shifts to the nonmovant to present evidence creating genuine issues of material fact. Nixon v. Mr. Prop Mgmt. Co., 690 S.W.2d 546, 548-49 (Tex.1985).

When, as here, both sides move for summary judgment and the trial court grants one motion and denies the other, we review the summary judgment proof presented by both sides and determine all questions presented. See Comm'rs Court v. Agan, 940 S.W.2d 77, 81 (Tex.1997); Admiral Ins. Co. v. Trident NGL, Inc., 988 S.W.2d 451, 453 (Tex.App.-Houston [1st Dist.] 1999, pet. denied). If we find error, we must render the judgment the trial court should have entered. Agan, 940 S.W.2d at 81.

Deed Construction

In this case, the resolution of the competing motions for summary judgment turns on the construction of the language of the Original and Correction Deeds. The construction of an unambiguous contract is a question of law, which is reviewed de novo. MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 650-51 (Tex.1999). It is a well-settled rule of law that, in the construction of written instruments, all instruments in a chain of title, when referred to in a deed or any instrument conveying an interest in real property,...