Moore & Moore Drilling Co. v. White

• Decision Date: 17 March 1961
• Docket Number: No. 15823,15823
• Court: Texas Court of Appeals
• Parties: MOORE & MOORE DRILLING COMPANY, Appellant, v. E. F. WHITE, Jr., et al., Appellees.

Page 550

345 S.W.2d 550

MOORE & MOORE DRILLING COMPANY, Appellant, v. E. F. WHITE, Jr., et al., Appellees.

No. 15823.

Court of Civil Appeals of Texas, Dallas.

March 17, 1961.

Rehearing Denied April 21, 1961.

Sayles & Ford, McMahon, Smart, Sprain & Wilson, Abilene, for appellant

Rutledge & Rutledge, Abilene, for appellees.

WILLIAMS, Justice.

Appellant, Moore & Moore Drilling Company, a partnership, engaged in the business of drilling oil wells, entered into a written contract on July 25, 1957, with E. F. White, Jr., Corporation, whereby appellant agreed to drill a well on a lease in Fisher County, Texas, for a stated consideration. Appellant performed its contract by drilling to the contract depth, and presented its bill for $34,529.89. Payment not being made, appellant originally brought suit against the Dallas Exploration Corporation (being the new name for the original corporation, E. F. White, Jr., Corporation) and E. F. White, Jr., individually. In its first amended original petition appellant voluntarily dropped the Corporation as a party defendant and sought to cast liability upon the individual defendant E. F. White, Jr. Appellant based its action for individual liability against appellee, White, on three counts; (1) that E. F. White, Jr., Corporation, was a one-man corporation, owned and controlled by appellee for his sole benefit; that appellee was the alter-ego of said corporation; and that E. F. White, Jr., had created the corporation for the sole purpose of defrauding appellant; (2) that E. F. White, Jr. and E. F. White, Jr. Corporation were mining partners and thereby jointly liable for the drilling contract in question; and (3) that appellee had been unjustly enriched, and on quantum meruit was liable to appellant for the amount due on said drilling contract. Appellee White filed verified denial of the execution of the contract, individually; filed verified denial of the existence of the mining partnership alleged; filed special denial of the allegations of fraud; filed special plea of statute of frauds against the claim that he was personally liable under any promise to pay the debt of the corporation, all special pleas following his general denial of plaintiff's allegations. At the conclusion of the evidence of both parties before a jury, the trial court, on his own motion, withdrew the case from the jury and thereafter rendered judgment for appellee against appellant, from such judgment appeal is properly brought to this court.

The trial judge filed findings of fact to the effect that E. F. White, Jr. Corporation was duly and regularly organized as a corporation under the laws of the State of Texas, and that no action has even been taken to cancel, change or modify such corporate act, except that the corporate name was duly and regularly changed to the Dallas Exploration Company; that the Dallas Exploration Company was duly and regularly dissolved on or about January 13, 1958, and at the date of dissolution no assets of such corporation were delivered into the hands of, or remained in the hands of the defendant E. F. White, Jr.; that on July 25, 1957 Moore & Moore Drilling Company, a partnerhip, and the corporation, the E. F. White, Jr. Corporation, acting by and through its president, E. F. White, Jr., made and executed a written contract for the drilling of a well for oil and gas, which contract is the contract declared upon by plaintiff in this suit; that such written contract was executed following and pursuant to the written offer made by Moore & Moore Drilling Company to the E. F. White, Jr. Corporation, and an acceptance of such offer duly and regularly made by such corporation, as evidence by the records of said corporation; that on July 25, 1957, the E. F. White, Jr. Corporation was not insolvent; that no one acting for Moore & Moore Drilling Company made any inquiry or investigation concerning the financial standing or responsibility of the E. F. White, Jr. Corporation prior to July 25, 1957, or until the completion of performance of the contract made on that date; that E. F. White, Jr., never concealed any fact, or made any false statement, or misrepresentation at any time, concerning the financial condition or responsibility of E. F. White, Jr. Corporation, or the Dallas Exploration Company; that the contract dated July 25, 1957 was no entered into by Moore & Moore Drilling Company as a result of, nor was its execution induced by, any fraud or misrepresentations upon the part of anyone; that at all times material Moore & Moore Drilling Company had actual knowledge, as well as constructive knowledge, concerning the corporate existence of E. F. White, Jr. Corporation; and prior to the dissolution of the Dallas Exploration Company notice of its proposed dissolution was given to Moore & Moore Drilling Company; that the contract dated July 25, 1957, had been fully performed and that the unpaid balance thereunder is the amount of $34,529.85; and, finally, E. F. White, Jr. Corporation, was not the alter-ego of E. F. White, Jr. Based upon these findings of fact the trial court concluded, as a matter of law, that the incorporation of E. F. White, Jr. Corporation created a legal entity separate and apart from its individual stockholders; that the corporate existence of the corporation cannot be challenged except by the State of Texas; that Moore & Moore Drilling Company knowingly dealt with the corporation and is estopped from questioning the corporate existence; that since no fraud chargeable to the defendant, E. F. White, Jr., is shown under the record herein, Moore & Moore Drilling Company has no right to disregard the corporate entity and recover from E. F. White, Jr., one of the stockholders, upon a claim against the corporation; that no mining partnership between E. F. White, Jr. and the Corporation, and E. F. White, Jr. Corporation is shown to have existed; that no controverted issue of fact is shown in the record; that under the whole record no liability exists against E. F. White, Jr., individually, and that judgment should be entered for him; that since the corporation has been dismissed from the case no judgment could be rendered against such corporation.

Appellant presents 39 alleged points of error. Appellee has challenged not only the sufficiency of these points but has objected to the manner in which appellant has attempted to brief the case by grouping points which are not related to each other, and also in failing to make proper reference to the record. We agree with appellee that appellant has not complied with Rule 418, Texas Rules of Civil Procedure in briefing its case. The 39 alleged points are, in the main, too general to direct this court's attention to the particular error complained of. Illustrative is point (1) 'The court erred in refusing to allow plaintiff to file its first requested trial amendment'; (6) 'the court erred in refusing to grant plaintiff's requested special issue No. 1;' (24) 'the court erred in rendering judgment that plaintiff take nothing and that defendant go hence without day'; (38) 'the court erred in failing to render judgment for plaintiff in the amount of $31,529.85, plus attorney's fee and interest'. These, and many others are too general to require our consideration. Hardwick v. Jackson, Tex.Civ.App.1958, 315 S.W.2d 440. Also, appellant's points are improperly grouped together and fail to properly refer to the record so as to aid the court in considering said points. However, in the spirit of the liberal construction to be given to briefing rules, and though our labors have been immeasureably increased, we have elected to consider and discuss the points as we understand them, as disclosed in the statements and arguments accompanying them. Wyche v. Noah, Civ.App.1956, 288 S.W.2d 866; n. r. e.; Fambrough v. Wagley, 140 Tex. 577, 169 S.W.2d 478. We therefore overrule appellee's objection to appellant's points.

In view of the trial court's action in withdrawing the case from the jury, and thereafter rendering judgment for appellee, based on findings that there was no issues of fact to go to a jury, we must assume that appellant's principal points are those numbered 23 to 39, inclusive, wherein it complains of the court withdrawing the case from the jury and rendering judgment against it, and also making the findings of fact and conclusions of law, upon which judgment was based. While these points of error are general in nature we construe them in the light of points 6 through 22, inclusive, which are points complaining of the trial court refusing appellant's special requested issues of fact. In other words, it is obvious that appellant though that its special requested issues sufficiently pointed out the facts which it deemed raised by the evidence, and which should have gone to the jury. If, in truth, the facts are raised by the record, then the trial court did err in withdrawing the case from the jury. In...