Hassell Constr. Co. v. Springwoods Realty Co.
| Decision Date | 07 March 2023 |
| Docket Number | 01-17-00822-CV |
| Parties | HASSELL CONSTRUCTION CO. INC., DERIVATIVELY BY ANDTHROUGH ITS SHAREHOLDER, ROYCE HASSELL; R. HASSELL &COMPANY, INC., AND R. HASSELL BUILDERS, INC., Appellants v. SPRINGWOODS REALTY COMPANY, SPRINGWOODS REALTY, INC., HARRIS COUNTY IMPROVEMENT DISTRICT #18, AND WALTER P. MOORE & ASSOCIATES, INC., D/B/A WALTER P. MOORE, Appellees |
| Court | Texas Court of Appeals |
On Appeal from the 333rd District Court Harris County, Texas Trial Court Case No. 2016-85276.
Panel consists of Kelly, Countiss, and Rivas-Molloy, Justices.
Appellants Hassell Construction Co. Inc., derivatively by and through its shareholder, Royce Hassell, R. Hassell & Company Inc., and R. Hassell Builders Inc. (collectively, "Appellants") appeal the trial court's summary judgment in favor of Appellees Springwoods Realty Company, Springwoods Realty, Inc., Harris County Improvement District #18, and Walter P. Moore & Associates, Inc., d/b/a Walter P. Moore (collectively, "Appellees"). In two issues, Appellants argue (1) the trial court erred by granting summary judgment in favor of Appellees based on limitations because Appellees failed to prove conclusively when Appellants' causes of action accrued or, alternatively, there is a genuine issue of material fact regarding the accrual dates precluding summary judgment; and (2) the trial court abused its discretion by denying Appellants' motion to abate the case in favor of Appellate Cause No. 01-17-00154-CV, an appeal involving the same set of facts and claims for damages, which another Panel of this Court previously decided. See R. Hassell & Co., Inc. v. Springwoods Realty Co., No. 01-17-00154-CV, 2018 WL 1864627 (Tex. App.-Houston [1st Dist.] Apr. 19, 2018, pet. denied) (mem. op.).
We affirm the trial court's judgment.
Background[1]
This appeal is one of the latest judicial proceedings arising from three lawsuits involving the same construction project and contract. In August 2011, the Harris County Improvement District #18 ("District") awarded Hassell Construction Company, Inc. ("HCCI") a contract for roadway construction of a project in Harris County, Texas ("Contract"). The project involved the construction of Springwoods Village Parkway and related water and sanitary sewer lines, paving, and traffic and drainage improvements in connection with ExxonMobil Corporation's campus in Houston, Texas ("Project").
HCCI and the District entered into the Contract[2] with HCCI acting as the "Contractor" and the District as the "Owner." Pursuant to an attached "Special Condition" document, Springwoods Realty Company ("Springwoods"), the Project developer, was also considered an "Owner" for certain purposes under the Contract.[3]Springwoods was an "Owner" for purposes of approving requests for, and making payments to, the Contractor for any portion of the Contract price and "for paying all or any damages that might ever be due, including any costs associated with any change orders to the Contract." Costello, Inc. ("Costello"), an engineer on the Project, designed the water and sanitary sewer systems and was tasked with approving or denying any submitted change orders.[4] Walter P. Moore & Associates, Inc. ("WPM"), who also provided engineering and design services for the Project, designed all other improvements on the Project.
According to HCCI, the Contract contained material provisions integral to the timely completion of the Project's scope of work, including provisions that "time was of the essence" and that "HCCI would be paid for the performance of the Scope of Work required by the drawings." HCCI alleged that, after its work on the Project started, the District and Springwoods made over 500 revisions to the construction plans, which materially changed the scope of work, the Contract price, and the timeline of the Project. Appellants contend that although they properly submitted delay claims based on these revisions to WPM and Costello pursuant to the dispute-resolution procedures in the Contract, the District and Springwoods refused to pay for the changes and further accelerated the work, resulting in damage to HCCI. The parties attempted to resolve their disputes through the Contract's dispute-resolution process. After their attempts proved unsuccessful, Appellants elected to submit their payment claims to mediation, as permitted under the Contract. The parties mediated their delay claims unsuccessfully on July 2, 2012.
On July 26, 2012, HCCI sued the District and Springwoods based on their refusal to pay HCCI's delay claims. Appellants contend that although HCCI filed suit on July 26, 2012, none of the parties to the lawsuit acted as if negotiations were at an impasse or that the Contract had been terminated. According to Appellants, they kept performing under the Contract through December 28, 2012. Appellants allege that they continued to negotiate their delay claims even after mediation proved unsuccessful, citing to correspondence exchanged between various parties from July 2012 until July 2013, when Appellants were officially removed from the Project.
On July 26, 2012, HCCI filed suit against the District and Springwoods ("First Lawsuit"). HCCI asserted claims against Springwood and the District for breach of contract and against Springwoods for fraud. In the alternative, HCCI asserted claims against the District under Texas Local Government Code section 271.153(a)(2),[5] and against Springwoods for assumpsit, quantum meruit, and unjust enrichment. The District and Springwoods each filed a third-party petition against WPM, who had provided engineering and design services on the Project. The District brought claims against WPM for breach of contract, breach of warranty, and negligence seeking indemnity. Springwoods asserted a negligence claim against WPM, also seeking indemnity. WPM, in turn, filed a third-party petition against Costello seeking contribution.
On September 15, 2014, R. Hassell & Company, Inc. ("RHC") and Hassell Builders, Inc. ("RHB")[6] filed their First Petition in Intervention, alleging that RHC, RHB, and HCCI were partners, noting that its "joint venture relationship" with HCCI was disclosed to the District and Springwoods. RHC and RHB asserted that they provided project management and performed work on the Project using RHC's and RHB's equipment and personnel, and HCCI submitted RHC's and RHB's progress-payment reports to the District and Springwoods. HCCI, RHC, and RHB then split the proceeds received from the Project, with "99% to RHC [and RHB] and 1% to HCCI."
RHC and RHB further alleged that HCCI had filed suit against Springwoods and the District "under the name HCCI representing the partnership." RHC and RHB asserted that, "as a partner of HCCI," they had a justiciable interest in HCCI's lawsuit, because they could have brought all or part of the original suit in their own name and RHC's and RHB's claims "ar[o]se from the claims" made by HCCI. RHC and RHB also added conspiracy claims against the District, Springwoods, and the law firm of Coats Rose, which previously represented HCCI. RHC and RHB alleged that Coats Rose had tortiously interfered with RHC's and HRC's relationship with HCCI. RHC and RHB also filed "cross-claims" against HCCI for breach of fiduciary duty and asserted that HCCI, "acting in concert with" Coats Rose, had intentionally inflicted emotional distress on the Hassell family.
HCCI filed a general denial to RHC's and RHB's First Petition in Intervention, including a verified denial that a partnership existed between HCCI, RHB, and RHC. HCCI also moved to strike RHC's and RHB's intervention arguing that (1) RHC and RHB had waited over two years to intervene in the suit, (2) RHC and RHB lacked a justiciable interest in the lawsuit because HCCI, and not RHC or RHB, had been awarded the Contract and designated as Contractor on the Project, (3) RHC and RHB lacked standing because they were not a party to the Contract and could not bring suit in their own name, (4) even if RHC or RHB had damages apart from HCCI, those claims would still need to be asserted by HCCI as pass-through claims and could not be asserted directly by RHC or RHB, and (5) RHC's and RHB's intervention multiplied the issues excessively by inserting RHC and RHB and their partnership allegations into the lawsuit. On October 20, 2014, after a hearing, the trial court struck RHC's and RHB's First Petition in Intervention. RHC and RHB did not appeal the trial court's order on their First Petition in Intervention.
On February 2015, RHC and RHB filed a suggestion of bankruptcy on behalf of the "Hassell 2012 Joint Venture and Springwoods Joint Venture," seeking to stay HCCI's lawsuit in the trial court. In the following months, the District, Springwoods, and WPM filed motions for summary judgment against HCCI, and a hearing was set for May 29, 2015.[7] On May 27, 2015, the United States Bankruptcy Court for the Southern District of Texas sent a "Request for Abatement" to the trial court requesting abatement of the underlying proceedings. On May 29, 2015, the trial court abated the case.
In April 2016, the Bankruptcy Court granted RHC's motion to dismiss its bankruptcy petition. The trial court then reinstated the case and reset the hearing on the pending motions for summary judgment for October 7, 2016. A week prior to the hearing, RHC and RHB filed their Second Petition in Intervention, asserting they had a "right to intervene as principal on the contract at issue."[8] RHC and RHB asserted that they, and not HCCI, had received and reviewed the bid package information for the Project and had submitted the winning bid in the...
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