Miga v. Jensen

• Decision Date: 31 October 2002
• Docket Number: No. 00-0932.,00-0932.
• Citation: 96 S.W.3d 207
• Parties: Dennis L. MIGA, Petitioner, v. Ronald L. JENSEN, Respondent.
• Court: Texas Supreme Court

Page 207

96 S.W.3d 207

Dennis L. MIGA, Petitioner, v. Ronald L. JENSEN, Respondent.

No. 00-0932.

Supreme Court of Texas.

Argued October 24, 2001.

Decided October 31, 2002.

Rehearing Denied February 27, 2003.

Scott P. Stolley, P. Jefferson Ballew, Thompson & Knight, Dallas, John Cornyn, Attorney General, Austin, Leasa M. Stewart, Oklahoma City, OK, for Petitioner.

B. Frank Cain, Joseph W. Spence, Steven J. Graham, Shannon, Gracey, Ratliff & Miller, Fort Worth, William H. Knull, III, Susan K. Pavlica, Mayer Brown & Platt, Houston, Douglas W. Alexander, Scott Douglass & McConnico, Austin, Anne Gardner, McLean, Sanders, Price, Head & Ellis, Fort Worth, J. Michael Jaynes, Irving, for Respondent.

Justice ENOCH delivered the opinion of the Court, in which Justice HECHT, Justice OWEN, Justice JEFFERSON and Justice RODRIGUEZ joined.

To reward Dennis Miga for work he had done, Ronald Jensen offered him the option to buy a portion of Jensen's stock in a privately-held corporation. When Miga tried to exercise the option, Jensen refused to honor their agreement, and Miga sued. Before trial, the corporation "went public." The primary issue in this appeal is how to properly measure the damages caused by Jensen's failure to deliver the stock under the option's terms. The trial court and court of appeals concluded that Miga could recover damages measured by the subsequent appreciated value of the stock. Because we conclude that the proper measure of damages was the value of the stock on the date the stock option agreement was breached, minus the exercise price, we reverse the court of appeals' judgment in part, affirm in part, and remand the case to the trial court for rendition of judgment in accordance with our opinion.

I

Jensen hired Miga in 1990 to help run Matrix Telecom, a privately-owned long-distance telephone company. As compensation, Jensen offered Miga, in addition to his salary, a 6% ownership interest in the company. Two years later, Matrix Telecom became a wholly-owned subsidiary of Matrix Communications, and Jensen converted Miga's former 6% interest into a 4.8% ownership share of the new parent company. About that time, Miga set up a meeting between Jensen and the principals of Pacific Gateway Exchange ("PGE"), a fledgling company handling international calls for other telecommunications businesses. Jensen purchased an 80% interest in PGE for $850,000, receiving 11,020 shares of common stock in the privately-held company. Miga soon helped the start-up company secure several major clients. To reward and encourage Miga's productive efforts on PGE's behalf, in July 1993, Jensen orally offered Miga an option to buy 4.8% of Jensen's interest in PGE at Jensen's original cost — that is, 528.96 shares for $40,800, or a little over $77 per share.

On December 4, 1994, Miga sent Jensen a fax indicating that he intended to resign and desired to "settle [his] account." The following day Jensen presented Miga with a termination agreement and severance package that included $300,000 to be paid over thirty months and $450,000 net for Miga's stock in Matrix Communications. The agreement purported to be a "complete accounting" between the parties, but it did not explicitly release Miga's PGE option. When Miga attempted to exercise the option that day, Jensen refused. Miga tried to exercise the PGE option three more times over the next nine months. With his last demand in August 1995, he enclosed a check for $40,800. Jensen rejected these demands and returned Miga's check.

In October 1995, Miga sued Jensen for breach of contract and fraud. At trial, Jensen conceded that he had promised Miga the option, but claimed that the option had been for a scaled price, had terminated on December 31, 1994, was subject to a buy-back if Miga resigned, and most importantly, was released by the termination agreement. Meanwhile, in mid-1996, about eighteen months after Miga's resignation, PGE's stock split 940 to 1, and PGE made an initial public offering. The stock opened at $12 per share, peaked at $45.75 per share, and was worth $35.75 per share at the time of trial in 1997.

The jury found for Miga on all issues, awarding damages of $1,034,400, the difference between the option's exercise price and the value of the underlying stock as of December 1994, and damages of $17,775,686 for what the trial court called "lost profits." Thus, the jury determined that the value of the 528.96 shares of stock Miga wanted to buy for $40,800 in December 1994 was $1,075,200 ($1,034,400 + $40,800), or about $2,033 per share. Had Miga obtained that stock and held it to the time of trial, November 1997, he would have had 497,222 shares after the split (528.96 × 940). The stock was then publicly trading for $35.75 per share, down from the stock's all-time high the previous month of $45.75. The "lost profits" found by the jury were almost exactly the value of the stock at the time of trial ($17,775,-686.50). The jury awarded the same amounts on Miga's fraud claims, as well as S43 million in exemplary damages. The trial court disregarded the fraud and exemplary damages findings, but rendered judgment for $18,810,086, combining the two jury findings on the option contract damages. The trial court also awarded $4,486,385.86 in pre judgment interest, calculated on the total damage award from December 1994 to January 1998, the date of judgment. To suspend execution of the judgment pending appeal, Jensen filed a supersedeas bond in the amount of $25,496,623.39, which subsequent riders increased to $29,500,000.

The court of appeals affirmed the trial court's judgment notwithstanding the verdict on Miga's fraud and exemplary damages claims.¹ But it struck the $1,034,400 damages award as a double recovery and the pre judgment interest award as inequitable.² The appellate court then affirmed the lost profits award of $17,775,686.³

Shortly after the court of appeals' decision, the parties entered into an Agreed Order under which Jensen made "an unconditional tender [to Miga] ... of the sum of $23,439,532.78 ... toward satisfaction of the Judgment in order to terminate the accrual of post-judgment interest on that sum." To achieve this objective, the Order provided for a reduction of Jensen's supersedeas bond in this amount. Jensen alleges that, if we affirm the court of appeals' judgment, this arrangement will have saved him approximately $1 million per year in the difference between the post-judgment interest rate of 10% and the lower return on his invested supersedeas bond during the pendency of his appeal to this Court.

II

Both Miga and Jensen filed petitions for review. Miga, in his petition for review, argues that Jensen's disagreement over the option's terms was tantamount to a denial of the option agreement that the jury found he made, and that this denial together with his behavior during their December 5, 1994 meeting constitute circumstantial evidence that Jensen did not intend to honor the stock option contract at the time it was made in 1993. According to Miga, this evidence, coupled with Jensen's breach, is sufficient to support the jury's fraud finding.⁴ Jensen, on the other hand, argues that a dispute over the terms of an oral agreement cannot, by itself, be any evidence of fraud, thereby transforming a contractual disagreement into the tort of fraud and subjecting a promisor to punitive damages. The court of appeals held that there was no evidence of fraudulent intent.⁵ We agree with the court of appeals. Jensen's conduct after Miga's resignation in 1994 and his dispute at trial over the contract's terms are not evidence that Jensen did not intend to perform when he offered Miga the PGE option in 1993.⁶ This is a classic breach of contract case; Miga has no cause of action for fraud.⁷

III.

Before addressing the merits of Jensen's petition, we discuss two preliminary matters interposed by Miga. Miga asserts that Jensen's petition is moot, and if not moot, that Jensen's complaint is not preserved for our review.

A

We first decade whether Jensen's $23.4 million payment to Miga mooted his appeal of the judgment against him. In Highland Church of Christ v. Powell, we acknowledged the rule that a judgment debtor's voluntary payment and satisfaction of an adverse judgment moots the controversy, waives the debtor's right to appeal, and requires dismissal of the case.⁸ But we emphasized there that the rule's basis is "to prevent a party who has freely decided to pay a judgment from changing his mind and seeking the court's aid in recovering the payment. A party should not be allowed to mislead his opponent into believing that the controversy is over and then contest the payment and seek recovery."⁹ We reiterated this rationale in Riner v. Briargrove Park Property Owners, Inc.¹⁰

The Texas rule is not, and never has been, simply that any payment toward satisfying a judgment, including a voluntary one, moots the controversy and waives the right to appeal that judgment.¹¹ In Highland Church, we held that the judgment debtor's payment did not moot its appeal because the payment was made under economic duress implied by the threat of statutory penalties and accruing interest.¹² Like Highland Church, Jensen was "justifiably anxious to avoid the ... interest which would accrue while the case was on appeal."¹³ One must be able to halt the accrual of post-judgment interest, yet still preserve appellate rights. Whether a party wishes to avoid the accrual of post-judgment interest, particularly on a multi-million dollar judgment, is a question that party should be able to decide without fear of a Hobson's choice — that is, that the party might presumptively waive its appellate prospects. But we recognize the further difficulty presented when a party pays a judgment, but the party's intention to appeal that judgment is unclear. Therefore, explicitly reserving the right to appeal when the judgment is paid would be the safe practice in these circumstances;...