Hallmark v. Hand

• Court: Texas Court of Appeals
• Writing for the Court: Before BARAJAS; BARAJAS
• Citation: Hallmark v. Hand, 885 S.W.2d 471 (Tex. App. 1994)
• Decision Date: 16 June 1994
• Docket Number: No. 08-93-00251-CV,08-93-00251-CV
• Parties: Charles A. HALLMARK, Appellant, v. Don E. HAND, and Greenwood Properties, Inc., Appellees.

Page 471

885 S.W.2d 471

Charles A. HALLMARK, Appellant, v. Don E. HAND, and Greenwood Properties, Inc., Appellees.

No. 08-93-00251-CV.

Court of Appeals of Texas El Paso.

June 16, 1994.

Rehearing Overruled July 20, 1994.

Edwin I. McKellar, Jr., Houston, for appellant.

Tom Alexander, Kevin J. McEvily, Alexander & McEvily, P. Andrew McStay, Andrew McStay & Associates, Houston, for appellees.

Before BARAJAS, C.J., and LARSEN and McCOLLUM, JJ.

OPINION

BARAJAS, Chief Justice.

This is an appeal from a take-nothing judgment rendered against Charles A. Hallmark, Appellant, following a trial alleging breach of contract, negligence, and breach of the duty of good faith and fair dealing. We affirm the judgment of the trial court.

I. SUMMARY OF THE EVIDENCE

At all times relevant, Don E. Hand, Appellee, and one other individual had been the shareholders of Chasewood Bank, located in Houston, Texas. Hand was the largest shareholder of Chasewood, as well as its chairman of the board, a member of the executive committee, the stock voting and restriction committee, and the loan committee of the Bank. In addition, Hand was also the sole shareholder, president, chief operating officer, and chairman of the board of Greenwood Properties, Inc. The record in the instant case shows that on August 19, 1986, a discussion took place wherein Appellant had indicated that he was desirous of selling his shares in the bank to Hand. Appellant purportedly needed to obtain funds in order to liquidate certain debts owed to Allied Champions Bank. Under a stock restriction agreement, Appellant was required to advise the stock voting and restriction committee, of which Hand was a member, that he had a need or desire to sell his stock. Pursuant to an earlier conversation, a document was executed by the parties. The document is attached as an appendix. ¹

At an annual meeting conducted that same day, the shareholders authorized the issuance of preemptive shares. On September 17, 1986, Hand filed his application with the Texas Department of Banking seeking authorization for the purchase of stock that would give him a majority ownership. The Department of Banking granted approval on September 29, 1986. Subsequently, Appellant made demand, and Hand refused to purchase Appellant's shares. Appellant nonetheless made periodic payments on his debt to Allied Champions Bank, but eventually found it necessary to file bankruptcy. Thereafter, Appellant brought this action against Hand alleging breach of contract, negligence, and breach of the duty of good faith and fair dealing.

II. PROCEDURAL HISTORY

The initial trial was held to the court, wherein a take-nothing judgment was entered against Appellant. The trial court entered findings of facts and conclusions of law, and Appellant appealed. The Thirteenth District Court of Appeals in Corpus Christi reversed the judgment of the trial court and remanded the cause for a new trial. Hallmark v. Hand, 833 S.W.2d 603, 612 (Tex.App.--Corpus Christi 1992, writ denied). On remand, the case was tried to a jury and likewise ended in a take-nothing judgment. Appellant once again appeals raising eighteen points of error. In general, he complains that the trial court failed to apply the law of the case established by the Thirteenth District Court of Appeals, that the evidence established that he and Appellant entered into a contractual agreement for the sale of Chasewood stock, that the trial court's award of attorneys' fees was manifestly unjust, that the trial court erred in failing to submit specific questions, definitions and instructions, that the trial court erroneously failed to allow the admission of evidence of mental anguish suffered by Appellant, and the trial court erred in limiting the amount of interest damages as a matter of law. In a single cross-point, Hand asserts that the trial court erred in finding that should liability for a breach of contract be found, Appellant would be entitled to damages resulting from interest paid on specified loans or notes.

III. DISCUSSION

A. Standards of Review

1. Law of the Case

"The law of the case" is a doctrine which mandates that the ruling of an appellate court on a question of law raised on appeal will be regarded as the law of the case in all subsequent proceedings of the same case. See Hudson v. Wakefield, 711 S.W.2d 628, 630 (Tex.1986); Aycock v. State, 863 S.W.2d 183, 187 (Tex.App.--Houston [14th Dist.] 1993, writ ref'd). Matters of law that were disposed of on a former appeal will not again be decided by the court. Id. The doctrine does not apply to questions of fact, only questions of law. Thomas v. Collins, 860 S.W.2d 500, 502 (Tex.App.--Houston [1st Dist.] 1993, writ denied). The significance of the doctrine is its usefulness in achieving uniformity of decision as well as judicial economy and efficiency. Thomas, 860 S.W.2d at 500; J.O. Lockridge Gen. Contractors, Inc. v. Morgan, 848 S.W.2d 248 (Tex.App.--Dallas 1993, writ denied). The doctrine does not apply if the issues and facts are not substantially the same in the subsequent trial. Med Center Bank v. Fleetwood, 854 S.W.2d 278 (Tex.App.--Austin 1993, writ denied). It is for that reason that trial courts enjoy limited discretion in applying the doctrine according to the specific circumstances. Governing Board v. Pannill, 659 S.W.2d 670, 680-81 (Tex.App.--Beaumont 1983, writ ref'd n.r.e.).

2. Sufficiency of the Evidence

In considering a "no evidence" legal insufficiency point, we consider only the evidence that tends to support the jury's findings and disregard all evidence and inferences to the contrary. Garza v. Alviar, 395 S.W.2d 821 (Tex.1965). If there is more than a scintilla of evidence to support the questioned finding, the "no evidence" point fails. Mexico's Industries v. Banco Mexico Somex, 858 S.W.2d 577, 580-81 (Tex.App.--El Paso 1993, writ denied); United States Fire Ins. Co. v. Ramos, 863 S.W.2d 534, 538 (Tex.App.--El Paso 1993, writ denied).

A factual insufficiency point requires us to examine all of the evidence in determining whether the finding in question is so against the great weight and preponderance of the evidence as to be manifestly unjust. In re King's Estate, 150 Tex. 662, 244 S.W.2d 660 (1951); Oechsner v. Ameritrust Texas, N.A., 840 S.W.2d 131, 136 (Tex.App.--El Paso 1992, writ denied); Chandler v. Chandler, 842 S.W.2d 829, 832-33 (Tex.App.--El Paso 1992, writ denied). The reviewing court cannot substitute its conclusions for those of the jury. If there is sufficient competent evidence of probative force to support the finding, it must be sustained. Oechsner, 840 S.W.2d at 136; Chandler, 842 S.W.2d at 833. It is not within the province of the court to interfere with the jury's resolution of conflicts in the evidence or to pass on the weight or credibility of the witness's testimony. Benoit v. Wilson, 150 Tex. 273, 239 S.W.2d 792 (1951). Where there is conflicting evidence, the jury's verdict on such matters is generally regarded as conclusive. Montgomery Ward & Co. v. Scharrenbeck, 146 Tex. 153, 204 S.W.2d 508 (1947); Oechsner, 840 S.W.2d at 136; Chandler, 842 S.W.2d at 833.

3. Abuse of Discretion

The test for abuse of discretion is not whether, in the opinion of this Court, the facts present an appropriate case for the trial court's actions. Rather, it is a question of whether the court acted without reference to any guiding rules and principles. Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238, 241-42 (Tex.1985); Amador v. Tan, 855 S.W.2d 131, 133 (Tex.App.--El Paso 1993, writ denied). Another way of stating the test is whether the act was arbitrary or unreasonable. Downer, 701 S.W.2d at 242, citing Smithson v. Cessna Aircraft Co., 665 S.W.2d 439, 443 (Tex.1984); Amador, 855 S.W.2d at 133. The mere fact that a trial court may decide a matter within its discretionary authority in a different manner than an appellate judge in a similar circumstance does not demonstrate that an abuse of discretion has occurred. Downer, 701 S.W.2d at 242, citing Southwestern Bell Tel. Co. v. Johnson, 389 S.W.2d 645, 648 (Tex.1965). A mere error of judgment is not an abuse of discretion. Loftin v. Martin, 776 S.W.2d 145, 146 (Tex.1989).

B. Analysis

1. Breach of Contract

In Points of Error Nos. One, Two, Four, Six, Eight, Ten, Eleven, and Twelve, Appellant asserts that the trial court erred by failing to follow the law of the case established by the Thirteenth District Court of Appeals on the first appeal of the instant case, that the trial court erred in submitting jury questions that constituted a relitigation of matters purportedly controlled by such law of the case, and that the trial court erred in overruling his motions for instructed verdict, for judgment non obstante veredicto, and for new trial.

Appellant contends that the Thirteenth District Court of Appeals, in reviewing the initial appeal, made specific legal findings that the trial court, on retrial, was required to follow. It is those legal findings that Appellant states constitute the law of the case. Relying on Hatchell, The Doctrine of "Law of the Case", Appellate Procedure in Texas, Second Edition, Sec. 21 et seq., State Bar of Texas (1993), Appellant correctly describes the doctrine of the law of the case as a principle by which questions of law previously announced by an appellate court will be held to govern matters throughout subsequent proceedings, assuming that the same parties, issues, and evidence are involved. Appellant argues that our sister Court in Corpus Christi concluded that the document dated August 19, 1986, was a contract by which Appellant agreed to sell his stock to Hand, who contracted to purchase the stock within thirty days of approval by regulatory authorities, and thus the trial court, in the retrial, was foreclosed from submitting these matters to the jury. Appellees Hand and Greenwood counter with their argument that since substantially different facts were introduced in the second...