Material Partnerships, Inc. v. Ventura

• Decision Date: 06 March 2003
• Docket Number: No. 14-01-01068-CV.,14-01-01068-CV.
• Citation: 102 S.W.3d 252
• Parties: MATERIAL PARTNERSHIPS, INC., Appellant, v. Jorge Lopez VENTURA, Appellee.
• Court: Texas Court of Appeals

102 S.W.3d 252

MATERIAL PARTNERSHIPS, INC., Appellant, v. Jorge Lopez VENTURA, Appellee.

No. 14-01-01068-CV.

Court of Appeals of Texas, Houston (14th Dist.).

March 6, 2003.

COPYRIGHT MATERIAL OMITTED

William W. Rucker, Jr., Houston, for Appellant.

Alan N. Magenheim, Houston, for Appellee.

Panel consists of Justices YATES, ANDERSON, and FROST.

MAJORITY OPINION

JOHN S. ANDERSON, Justice.

Appellant Material Partnerships, Inc. ("MPI") originally sued Sacos Tubulares del Centro, S.A. de C.V. ("Sacos"), a Mexican corporation, claiming Sacos owed MPI over $900,000 for materials MPI delivered to Sacos on an open account. MPI subsequently amended its petition to allege that appellee, Jorge Lopez Ventura ("Lopez") was individually liable for the corporate debt under the terms of a personal guaranty.¹ Following a bench trial, the district court rendered a default judgment in the amount of $962,139.79, plus interest and attorney's fees, in favor of MPI on its claim against Sacos, and a take-nothing judgment in favor of Lopez on MPI's claim against him.² In four issues, MPI challenges the trial court's sole finding of fact and three conclusions of law. Concluding the guaranty on which MPI relies is unambiguous and enforceable, we reverse that portion of the judgment denying recovery to MPI in its suit against Lopez and render judgment for MPI and against Lopez, as guarantor, in the amount of $962,139.79, plus pre judgment and post-judgment interest. The remainder of the judgment is unaffected by this decision.

FACTUAL AND PROCEDURAL BACKGROUND

Lopez is an international businessman who speaks English as a second language, having first studied it in third or fourth grade. Lopez also speaks German and French. He has been personally involved in business transactions in the United States since 1984 and has made more than 200 trips to the United States. From 1988 or 1989, Lopez was an owner and the general manager of Sacos, a bag manufacturing company.

Beginning in 1997, Sacos purchased products from MPI. Sacos was slow in making payments to MPI almost from the beginning of the relationship, and did not pay invoices from March through November 1998.

In August 1998, MPI owner Joel Burgower and Ken Gross, owner of MPI's supplier, met with Lopez in Mexico to discuss several matters, including Sacos's payment of the invoices. During the meeting, Lopez told Gross that Sacos had the ability to pay its debts to MPI, and Gross asked Lopez whether he would give a personal guaranty for the outstanding debts. Lopez testified he told Gross he (Lopez) could not give his personal guaranty. Gross, however, testified Lopez said he was willing to provide the personal guaranty and had the assets to back it up. Burgower and Gross testified there was no discussion about Lopez providing a corporate guaranty.

On September 18, 1998, Burgower wrote Lopez requesting "written assurances in regards to the outstanding debts and obligations that you have with us." Burgower specifically asked Lopez to "forward a personal guarantee covering all past and future obligations." The letter was addressed to "Jorge Lopez, SACOS TUBULARES DEL CENTRO S.A. DE C.V." At the time the letter was drafted, MPI had stopped shipping product to Sacos.

Lopez did not recall receiving Burgower's letter. Over hearsay and relevance objections, however, Burgower testified that Claudio Carrera, a Sacos employee who dealt with the MPI account, acknowledged in a telephone conversation that both Carrera and Lopez had received the letter.³ According to Burgower, Carrera asked what Burgower wanted in response to the September 18 letter, and Burgower told Carrera he wanted "Mr Lopez to personally guarantee, on a personal basis, all past and future obligations to MPI."

In a letter to Burgower dated September 25, 1998, Lopez wrote, "I ... want to certify you [sic] that I, personally, guaranty all outstandings [sic] and liabilities of Sacos Tubulares with Material Partnerships as well as future shipments." Lopez drafted the letter himself and signed it over the designation, "JORGE LOPEZ VENTURA, GENERAL MANAGER." After receiving the September 25 letter, MPI resumed shipping product to Sacos, sending additional shipments valued at approximately $200,000. MPI subsequently received one payment of approximately $60,000 from Sacos. When Sacos did not pay for the additional shipments, MPI stopped shipping to Sacos.

In July 1999, MPI sued Sacos. In November 1999, the Sacos plant closed. In February 2000, MPI amended its petition to include a claim against Lopez on the guaranty.

Before trial, Sacos withdrew its answer and permitted a default judgment to be rendered against it. MPI's claim against Lopez was then tried to the bench. At trial, Lopez testified he drafted the September 25 letter after a conversation with Burgower over his cellular phone. During that phone call, Burgower requested a written statement that money was owed and was going to be paid. A request for a corporate guaranty made sense to Lopez because, as Lopez explained, under typical business practice in Mexico, shipping the product is not a complete guaranty of payment from the vendor's perspective because many things can occur to make the obligation to pay invalid. Lopez is familiar with the practice of vendors, who routinely seek acknowledgment from a manager or representative with sufficient corporate authority to accept the obligation for the company so the vendor has a strong legal position to claim payment.⁴ Lopez did not believe that Burgower intended to withhold additional shipments to Sacos, absent a personal guaranty from Lopez that bound him individually for the corporate debt. Lopez believed Burgower simply wanted a more solid commitment from Sacos that all transactions were accepted by the company, which, as Lopez explained, is common in Mexico when amounts of business are important.

Lopez testified he intended to sign, and did sign, the September 25 letter in his capacity as general manager of Sacos. He gave MPI a corporate guaranty. Lopez made the promise on the company's behalf. He had no personal debts to MPI. Lopez further explained the concept of "aval," as understood in Mexico, means to make a guaranty besides the obligation of the original debtor. But for the aval to qualify as a personal aval, the signator must specify that he is signing in an individual capacity. Lopez gave the September 25 letter to Burgower in Lopez's capacity as "general manager" of Sacos. Except for giving an aval to banks, Lopez had never given an "aval," or guaranty, so that his personal assets would be responsible for paying Sacos's debt.

After hearing the evidence, the trial court filed the following finding of fact and conclusions of law:

FINDINGS [SIC] OF FACT

1. The Court finds that Defendant Jorge. Lopez Ventura did not sign [the September 25, 1998 letter] in an individual or personal capacity.

CONCLUSIONS OF LAW

1. The Court concludes that [the September 25, 1998 letter], read as a whole, does not clearly express an intent to bind Jorge Lopez Ventura in an individual or personal capacity.

2. The Court concludes that [the September 25, 1998 letter] is ambiguous.

3. The Court concludes that [the September 25, 1998 letter] lacks terms which are essential to the creation and enforcement of a personal guaranty, and is not complete in every material detail.

4. The Court concludes that [the September 25, 1998 letter] is not enforceable as a personal guaranty.

The court then rendered judgment ordering MPI recover $962,139.79, pre- and post-judgment interest, and attorney's fees in its suit against Sacos. The court further ordered MPI take nothing by its suit against Lopez.

DISCUSSION

Introduction and Standard of Review

MPI presents the following four issues for review: (1) whether the trial court erred in concluding Lopez's September 25 letter is ambiguous and does not express an intent to bind Lopez in an individual or personal capacity; (2) whether the trial court erred in finding Lopez did not sign the September 25 letter in an individual or personal capacity; (3) whether the trial court erred in concluding Lopez's September 25 letter lacked terms essential to the creation and enforcement of a personal guaranty and is not complete in every material detail; and (4) whether the trial court erred in concluding Lopez's September 25 letter is not enforceable as a personal guaranty (interpreted by MPI as relating to consideration).

We review the trial court's conclusions of law de novo. Smith v. Smith, 22 S.W.3d 140, 143-44 (Tex.App.-Houston [14th Dist.] 2000, no pet.). The standard of review for conclusions of law is whether they are correct. Dickerson v. DeBarbieris, 964 S.W.2d 680, 683 (Tex.App.-Houston [14th Dist.] 1998, no pet.). We will uphold conclusions of law on appeal if the judgment can be sustained on any legal theory the evidence supports. Waggoner v. Morrow, 932 S.W.2d 627, 631 (Tex.App.-Houston [14th Dist.] 1996, no writ). Thus, incorrect conclusions of law do not require reversal if the controlling findings of fact support the judgment under a correct legal theory. Id.

We review the trial court's findings of fact for legal and factual sufficiency of the evidence by the same standards we apply in reviewing the evidence supporting a jury's finding. Catalina v. Blasdel, 881 S.W.2d 295, 297 (Tex.1994). When the appellate record contains a reporter's record as it does here, findings of fact are not conclusive on appeal if the contrary is established as a matter of law, or if there is no evidence to support the findings. Middleton v. Kawasaki Steel Corp., 687 S.W.2d 42, 44 (Tex.App.-Houston [14th Dist.]), writ ref'd n.r.e., 699 S.W.2d 199 (Tex.1985) (per curiam).

Issue one: Whether Lopez's September 25 Letter is Ambiguous

In issue one, MPI challenges the trial court's legal conclusion that Lopez's September 25 letter, in which he stated, "I, personally, guaranty all outstandings and liabilities...