Jennings v. Jennings

Decision Date03 February 2021
Docket NumberNo. 04-19-00485-CV,04-19-00485-CV
Citation625 S.W.3d 854
CourtTexas Court of Appeals
Parties Rob JENNINGS III and El Veleño, Ltd., Appellants v. Susan JENNINGS, Tres Mujeres, Ltd., and Pamela J. Person, Appellees

APPELLANT ATTORNEY: Carlos M. Zaffirini, Guadalupe Castillo, Zaffirini & Castillo, 1407 Washington St, Laredo, TX 78040-4411.

APPELLEE ATTORNEY: Emilio Davila, Jr., Law Office of Emilio Davila, Jr., Frank D. Barrera, Attorney at Law, 1112 San Agustin Ave., Laredo, TX 78040.

Sitting: Rebeca C. Martinez, Chief Justice, Patricia O. Alvarez, Justice, Liza A. Rodriguez, Justice

Opinion by: Patricia O. Alvarez, Justice

In a Rule 11 Settlement Agreement (the Agreement), the parties and a limited partnership agreed to dissolve the partnership and partition the surface ownership of the Mira Flores Ranch. Appellants repudiated the Agreement, and Appellees filed a traditional motion for summary judgment on their breach of contract action and sought specific performance of the Agreement. The trial court granted Appellees' traditional motion for summary judgment, ordered specific performance, severed the order, and Appellants appealed. We affirm the trial court's order.

BACKGROUND
A. The Mira Flores Ranch and the Formation of Jennings Properties, Ltd.

The Mira Flores Ranch is a family property consisting of approximately 13,692 acres located in Zapata County, Texas. In 1966, the ranch was owned by Roy Jennings, his wife Pauline, and their son Roy Jennings Jr. Roy owned 6,275.89 acres or a 45.83% interest; Roy Jr. owned 6,561.16 acres or a 47.92% interest; and Pauline owned 855.80 acres or a 6.25% interest. When Roy died on March 10, 1966, he left his estate to Pauline, which gave her a 52.08% interest in the ranch. In 1972, Pauline conveyed her interest equally to her three grandchildren, Rob Roy Jennings III, Susan Jennings, and Pamela Jennings.

In 1993, after Roy Jr. and his wife formed Jennings Properties, Ltd., Roy Jr. conveyed his interest of 6,561.16 acres in the ranch to that partnership. On September 24, 1993, Roy Jr. assigned 5,905.44 acres of his holdings as a limited partner to his three children as follows: (a) to Pamela, 875.258744 undivided acres, (b) to Susan, 875.258744 undivided acres, and (c) to Roy III, 4,154.526512 undivided acres.

As of 1998, the undivided ownership of the Mira Flores Ranch's 13,692.85 acres was (a) Jennings Properties, 6,561.16 undivided acres or a 47.92% interest in the ranch; (b) Roy III: 2,377.23 undivided acres or a 17.36% interest in the ranch; (c) Pamela: 2,377.23 undivided acres or a 17.36% interest in the ranch; and (d) Susan: 2,377.23 undivided acres or a 17.36% interest in the ranch. Roy Jr. died in 1999 and, in accordance with his will, all his interest in Jennings Properties passed to Roy III. In 2001, Pamela conveyed all her undivided interest in the ranch to Tres Mujeres, Ltd. In 2004, Evelyn Jennings, Roy III's mother, died and, in accordance with her will, all her interests in Jennings Properties passed to Roy III.

On June 15, 2007, the partnership name was changed from Jennings Properties, Ltd. to Roy Jennings Properties, Ltd. On September 10, 2010, Roy III conveyed 7,116.31 of his interest in the Mira Flores Ranch and in Roy Jennings Properties to El Veleño, Ltd., a partnership he formed with his wife, Lucila Jennings. He kept an interest of 65.55 acres in Roy Jennings Properties.

B. Procedural Background

On November 25, 2013, Susan, Pamela, and Tres Mujeres (the Plaintiffs) sued Roy III to partition the Mira Flores Ranch. Later, El Veleño was added as a defendant. On July 2, 2015, the parties executed, and the trial court approved, a Stipulation of Facts which stipulated the percentage surface ownership interests in the Mira Flores Ranch that Roy III, El Veleño, Tres Mujeres, and Susan each owned.

On November 5, 2015, plaintiffs amended their petition to include a cause of action for involuntary dissolution of Jennings Properties and a declaration that the partnership terminated. The parties subsequently mediated the case and agreed to settle their disputes. On June 29, 2017, the parties and Roy Jennings Properties executed the Agreement that provided the following conditions:

1) The Parties shall as soon as possible and shall within forty-five (45) days from date hereof execute any and all documents necessary to cause the dissolution of Roy Jennings Properties, Ltd. (formerly named Jennings Properties, Ltd.), which currently owns 6,555.66 acres out of the gross acres of the Mira Flores Ranch, currently estimated to be 13,681.401 acres (re-surveyed to be 13,692.85 acres).
The dissolution legal work shall be done by George Juárez from Laredo, Texas, and he will be paid proportionately by the Parties based on their interest set out in Paragraph 4 herein.
2) The current percentage ownership of the surface of the Mira Flores Ranch acreage is currently as follows:
Roy Jennings Properties, Ltd. 47.91667%
Tres Mujeres, Ltd. 17.36111%
El Veleño, Ltd. 17.36111%
Susan Jennings 17.36111%
3) The Parties as part of the dissolution of Roy Jennings Properties, Ltd., shall execute conveyances to the surface estate consisting of approximately 6,555.67 undivided acres of the Mira Flores Ranch located in Zapata County, Texas as follows:
874.53 undivided acres to Susan Jennings
874.53 undivided acres to Tres Mujeres, Ltd.
65.55 undivided acres to Rob R. Jennings, III
4,741.06 undivided acres to El Veleño
4) Subsequent to the aforementioned conveyances, the surface title to the Mira Flores Ranch will be held as follows:
Tres Mujeres, Ltd.
Susan Jennings (2,375.24 + 74.53) 3,249.77
3,249.77
Rob R. Jennings, III 65.55
El Veleño, Ltd. (by conveyance of Rob R. Jennings, III, et ux of September 10, 2010) 7,116.31

Per the Agreement, the parties agreed to execute all documents necessary to cause the dissolution of Roy Jennings Properties by August 13, 2017. In July of 2017, the parties hired attorney George Juárez to prepare the dissolution documents. On August 8, 2017, Juárez, via e-mail, forwarded to the parties' attorneys a draft of two dissolution documents, one entitled "Partnership and Election of General Partner" and the other entitled "Termination of Limited Partnership Agreement." In that same e-mail, Juárez asked the parties' attorneys to have their clients execute both documents. None of the parties executed either document at that time.

After conferring and meeting with the parties' attorneys and revising the documents, on August 30, 2017, Juárez, via e-mail, forwarded the dissolution documents for final approval by the parties. It is apparent from the record that an agreement was not reached on the language of the revised documents because, on October 4, 2017, Juárez met with the parties' attorneys to review, discuss, and revise the dissolution documents. On October 5, 2017, Juárez sent an e-mail to the parties' attorneys confirming, among other things, that each agreed the dissolution documents would be executed by the parties on or before October 13, 2017.

On October 12, 2017, Susan and Tres Mujeres executed the revised dissolution documents, but Roy III did not. On November 27, 2017, Appellants' attorney, Donato Ramos, filed a motion to withdraw, which was granted. On December 4, 2017, Rob III and El Veleño filed a revocation of the Agreement.

On March 2, 2018, Susan, Pamela, and Tres Mujeres amended their petition to include a cause of action for breach of the Agreement. After discovery, Susan, Pamela, and Tres Mujeres filed a traditional motion for summary judgment; Roy III and El Veleño filed no-evidence and traditional motions for summary judgment.

On December 18, 2018, attorney Ramos executed an affidavit attesting that on October 4, 2017, he met with Juárez and the plaintiffs' attorneys but that his "clients did not authorize me to extend the forty-five(45) [sic] days deadline set forth in the June 29, 2017 Rule 11 Agreement ... nor did my clients authorize me to agree to any of the matters set forth in Mr. Juárez' e-mail of October 5,2017 [sic]."

On January 23, 2019, the trial court granted Plaintiffs' motion for summary judgment2 and ordered Roy III and El Veleño to execute the dissolution documents drafted by Juárez and the distribution deed. The summary judgment order was severed, and Roy III and El Veleño appeal.

ISSUES ON APPEAL

Appellants raise three issues that deal only with that portion of the Agreement that provides,

1) The Parties shall as soon as possible and shall within forty-five (45) days from date hereof execute any and all documents necessary to cause the dissolution of Roy Jennings Properties, Ltd. (formerly named Jennings Properties, Ltd.), which currently owns 6,555.66 acres out of the gross acres of the Mira Flores Ranch, currently estimated to be 13,681.40 acres (re-surveyed to be 13,692.85 acres).
The dissolution legal work shall be done by George Juárez from Laredo, Texas, and he will be paid proportionately by the Parties based on their interest set out in Paragraph 4 herein.

Appellants contend that the trial court erred in granting Appellees' traditional motion for summary judgment because (1) Appellees failed to plead and prove they were ready, willing, and able to timely perform their obligations under the Agreement as required under DiGiuseppe v. Lawler ;3 (2) the Agreement is not an enforceable contract; and, (3) under Maroy International, Inc. v. Cantu ,4 the timing of performance under the Agreement was a disputed issue for the trier of fact.

For clarity, we reorganize Appellants' issues as follows: (1) Is the Agreement an enforceable contract? (2) Was the timing of performance a disputed issue for the trier of fact under Maroy International v. Cantu ? and (3) Did Appellees fail to plead and prove they were ready, willing, and able to timely perform their obligations under the Agreement under DiGiuseppe v. Lawler ?

STANDARD OF REVIEW

"We review grants of summary judgment de novo." First United Pentecostal Church of Beaumont v. Parker , 514 S.W.3d 214,...

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