Lockheed Martin Corp. v Gordon et al.

Decision Date30 March 2000
Citation16 S.W.3d 127
Parties<!--16 S.W.3d 127 (Tex.App.-Houston 2000) LOCKHEED MARTIN CORPORATION, Appellant V. AUGUST GORDON, ALFRED ALLEN AND WIFE, MARY ALLEN, EDDIE BENNETT AND WIFE, ROSA MAE BENNETT, EDDIE J. BILLINGSLEY AND WIFE, ARLENE BILLINGSLEY, WILLIE J. BOLDEN AND WIFE, PATRICIA BOLDEN, OSCAR WILLIAM BOOKER, SAMUEL BOSWELL AND WIFE, BILLIE RUTH BOSWELL, ROBERT L. BRASFIELD AND WIFE, DOROTHY A. BRASFIELD, DENNIS BROWN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF PORTER BRADLEY BROWN, BURT BROWN, JR., AND WIFE, DORA BROWN, JOHN T. BRYANT, CARRIE BRYANT AND ROBERT LEE BRYANT, INDIVIDUALLY AND AS REPRESENTATIVES OF THE ESTATE OF SAMUEL W. BRYANT, LEONARD B. BURROUGHS AND WIFE, OLENE BURROUGHS, JOE LOUIS BUSH, JR., AND WIFE, ALMA BUSH, LIM CABBIL, JR., AND WIFE, ROSIE CABBIL, TOM W. CARPENTER AND WIFE, WEDDIE CARPENTER, THELMA CHATMAN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF CLAUDE D. CHATMAN, JR., EDDIE CLARK JR., ROBERT LEE COLEMAN AND WIFE, BERTHA COLEMAN, DAVID F. COLLINS AND WIFE, LIZZIE COLLINS, CHARLIE COLLINS, JR., AND WIFE, ERNESTINE P. COLLINS, WILBUR COSBY AND WIFE, SARAH COSBY, ERNEST RICHARD CRAIG AND WIFE, EMMA CRAIG, ROBERT LEE CROWELL AND WIFE, WILLIE LEE CROWELL, CHARLIE DAY AND WIFE, CLAUDIA DAY, SAM DUDLEY AND WIFE, SIRLELIA DUDLEY, JOHN W. DAVIS AND WIFE, REBECCA DAVIS, CLARENCE E. ENGLEBERT AND WIFE, ZELLENA ENGLEBERT, BEN FRANKLIN AND WIFE, JEANETTE FRANKLIN, CLARENCE L. GADSON AND WIFE, CLAUDETTE GADSON, CHARLIE LEE GAY AND WIFE, DOROTHY GAY, MORTIMER GILBERT AND WIFE, EVELYN GILBERT, SAMUEL LEE HALL AND WIFE, GERALDINE HALL, EVELYN HALLMAN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF CHARLES W. HALLMAN, SADIE LEE HANKS, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF JOE HANKS, WILLIE DARNELL HARPER AND WIFE, FANNIE HARPER, WILLIE LEE HEMPHILL, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DAVID HEMPHILL, SR., JOHNNY WESLEY HENDERSON, SR. AND WIFE, KATIE HENDERSON, JOSEPH R. HENSON, DAVID SR. HICKS AND WIFE, WILMA HICKS, WILLIAM W. HILL AND WIFE, PATRICIA ANN HILL, EMORY TAYLOR HOLCOMBE AND WIFE, SARA HOLCOMBE, JAMES O. HOLIFIELD, JR. AND WIFE, CLARA MAE HOLIFIELD, SHERRY HOOD, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF WILLIAM H. HOOD, FRANK HOPKINS, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF FLOYD HOPKINS a/k/a FLOYD ZELL HOPKINS a/k/a FLOZELL HOPKINS, WILSON HUBBARD, JOHN OLIVER HUDSON AND WIFE, ANNIE LAURA HUDSON, LILLIAN MARIE HUGHES, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF JIMMIE LEE HUGHES, JOE NATHAN HUNTER AND WIFE, DOROTHY HUNTER, HOSIE HUNTER, JR. AND WIFE, LOUISE HUNTER, JAMES EARL INGRAM, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF TOMMIE L. INGRAM, L.D. JACKSON AND WIFE, MATTIE JACKSON, ODELL JACKSON, JR. AND WIFE, STELLA JACKSON, SAM JACKSON JR. AND WIFE, ANNIE JACKSON, DORA V. JACKSON, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF SCARLEY JACKSON, SR., MACK F. JOHNSON, SR., MARION JOHNSON AND WIFE, ILEEN JOHNSON, WALLACE CORNELIUS JOHNSON AND WIFE, DOROTHY JOHNSON, BOB JONES AND WIFE OMAH JONES, O.C. JONES, JR. AND WIFE, LILLIE JONES, Page 128 CLARENCE DAVID JUDKINSAND WIFE, LINDA JUDKINS, JAMES JUNKIN AND WIFE, EDWINA JUNKIN, RILLA JUNKIN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF WILLIAM R. JUNKIN, EDWARD RUFUS KING, ROBERT EDWARD LEE AND WIFE, THEODORE LEE, LEMMIE D. LEWIS AND WIFE, DOROTHY LEWIS, LEVI LYLES AND WIFE, CARRIE LYLES, SIMON MABRY AND WIFE, RENA C. MABRY, WILLARD MCKELLER, RALPH E. MCKENNEY and REGINALD A. McKINNEY, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVES OF THE ESTATE OF WILLIAM E. MCKENNEY, CURTIS MCMULLEN AND WIFE,ANNA J. MCMULLEN, ON MCMULLEN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF VONNIE MCMULLEN, ROBERT E. NICKERSON, INDIVIDUALLY AND AS GRANDSON AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF SAM MILLENDER, MILTON L. MILLER AND WIFE, MARY ELIZABETH MILLER, WILLIAM MILLS AND WIFE, CAROLYN MILLS, WILLIAM PAGE, SR. AND WIFE, ETHEL MAE PAGE, EMANUEL MILTON PALMER, FRED PALMER, JR., WAYNE PATE, PAULINE PATTERSON, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF JOSEPH WILTON PATTERSON a/k/a WILTON PATTERSON, ROBERT JAMES PERKINS AND WIFE, REBECCA PERKINS, JOHN PLEASANT AND WIFE, LULA MAE PLEASANT, FLENOID PROVINCE AND WIFE, EMMA PROVINCE, JAMES E. PYLANT, MELVIN O. PYLANT AND WIFE, BONNIE PYLANT, THOMAS RAY REECE AND WIFE, BEATRICE CECILIA REECE, WILLIAM CECIL REED, ELIJAH RICHARDSON, EARNEST S. ROBERTSON AND WIFE, ANNIE LEE ROBERTSON, RUBEN STACY ROBERTSON, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF RUBEN ROBERTSON, WILLIE N. ROGERS, WILLIE C. RYAN AND MARGARITE JONES, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF FREEMAN RYANS, RICHARD SANDERS AND WIFE, JULIA SANDERS, WILLIE SEWELL AND WIFE, LUCILLE SEWELL, JIMMIE CHARLES SHEPPARD AND WIFE, DOROTHY JEAN SHEPPARD, PARIS W. SHIRLEY AND WIFE, JOAN SHIRLEY, ROBERT LEE SHIRLEY AND WIFE, CATHERINE SHIRLEY, BENJAMIN SHORTER AND WIFE, HATTIE M. SHORTER, MOSES SIMMONS AND WIFE, VIRGINIA SIMMONS, JOHN PATTON SMALLEY AND WIFE, WILLIEDEAN SMALLEY, PEALIE STEWART, O.C. STRICKLAND AND WIFE, JEAN STRICKLAND, OTTIS WILSON STRICKLAND AND WIFE, MARGIE STRICKLAND, GLENN DORAN SULLIVAN AND WIFE, MARTHA SULLIVAN, OLIVIA TAYLOR, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF DRED TAYLOR, JOHN W. TAYLOR, THOMAS TAYLOR AND WIFE, JESSIE TAYLOR, JOHN B. TIDWELL AND WIFE, FRANCES TIDWELL, DAVID NIVEN, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE OF THE ESTATE OF JACK TILLEY, JR., DAVE TOWNSEND AND WIFE, CLOZELL TOWNSEND, JERRY W. TUBBS AND WIFE, BRENDA TUBBS, RUFUS WALKER, SR., GEORGE WARE AND WIFE, SILVER WARE, RUBBIE WHITE, SR., GEORGE WILLIAMS AND WIFE, RUBY LEE WILLIAMS, JOHN A. WILLIAMS, JOHN D. WILLIAMS AND WIFE, LORENE WILLIAMS, WILLIE G. WILLIAMS AND WIFE, DOLLIE MAE WILLIAMS, JIMMIE LEWIS WOODS, INDIVIDUALLY AND AS PERSONAL REPRESENTATIVE FOR THE ESTATE OF LAWYER WOODS, Appellees NO. 01-99-00436-CV In The Court of Appeals For The First District of Texas
CourtTexas Court of Appeals

[Copyrighted Material Omitted] Robert M. Martin, Michael G. Oddo, Vic Houston Henry, Dallas, for Appellant.

Guy Gladstone Fisher, Richard n. Countiss, Dennman H. Heard, Houston, for Appellees.

Panel consists of Justices Mirabal, Taft, and Price.*

O P I N I O N

TIM TAFT, Justice.

This is a successor-liability case decided on cross-motions for summary judgment. Appellant, Lockheed Martin Corporation, challenges the summary judgment rendered in favor of appellees (the workers). The workers are members of a class of plaintiffs seeking damages for personal injuries resulting from exposure to silica and silica-containing dust. Lockheed claims the trial court misconstrued an agreement for the acquisition of corporate assets in ruling that Lockheed is contractually liable, as a successor to Wedron Silica Company of Delaware, for any damages adjudicated against Wedron for the workers' claims. Lockheed also claims the trial court erred by not rendering summary judgment in favor of Lockheed on limitations grounds. The workers contend the judgment is not final and that we therefore lack jurisdiction to consider this appeal. We reject the workers' jurisdictional challenge and reverse and render judgment that Lockheed is not contractually liable as a successor to Wedron.

Facts and Procedural History

The workers filed suit in 1995. They originally numbered 140 plaintiffs, who sued more than 80 defendants for injuries they claim resulted from exposure to silica compounds at foundries where the workers were employed. The defendants include manufacturers and suppliers of silica products and manufacturers and suppliers of safety equipment for the foundries. One of these defendants, Martin-Marietta Corporation, purchased the assets of Wedron Silica Company of Delaware in 1979. Wedron allegedly supplied silica compounds to the foundries. As a result of a series of corporate transactions, Lockheed succeeded Martin-Marietta as successor-in-interest to Wedron. The workers claim that Wedron supplied industrial silica sand to their factories, but the workers apparently did not timely sue the correct Wedron entity.1 Lockheed was added as a defendant shortly before 10 of the workers went to trial in the first stage of the class-action litigation.

Lockheed's liability for Wedron's alleged torts against the workers depends on whether Lockheed's predecessor, Martin-Marietta, assumed liability for those torts when it purchased Wedron's assets in 1979. In keeping with its interpretation of the 1979 purchase and sale agreement, Lockheed answered the workers' lawsuit with a verified denial that challenged its capacity to be sued. See TEX. R. CIV. P. 93(1)-(2), (4).

The parties filed cross-motions for summary judgment based on their interpretations of the 1979 purchase and sale agreement. In moving for summary judgment, the workers maintained that Maryland law governed interpretation of the agreement because Lockheed is a Maryland corporation, and that Lockheed incurred successor liability for the workers' alleged torts due to Martin-Marietta's having expressly assumed liability for Wedron's torts under the 1979 purchase and sale agreement. Lockheed referenced Delaware choice-of-law provisions of the agreement in its motion for summary judgment, but claimed it was immaterial whether Texas, Maryland, or Delaware law controlled, because the law of each of these states established that Martin-Marietta had neither expressly nor impliedly assumed liability for Wedron's contingent torts, and that Lockheed therefore had no successor liability. Lockheed also moved to sever the successor-liability controversy for appeal.

The trial court's order rendering summary judgment in favor of the workers states in part:

. . . [T]he ...

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