Port of Corpus Christi, LP v. Port of Corpus Christi Auth. of Nueces Cnty.
| Decision Date | 01 July 2021 |
| Docket Number | NUMBER 13-19-00378-CV |
| Parties | THE PORT OF CORPUS CHRISTI, LP, Appellant, v. THE PORT OF CORPUS CHRISTI AUTHORITY OF NUECES COUNTY, Appellee. |
| Court | Texas Court of Appeals |
On appeal from the County Court at Law No. 4 of Nueces County, Texas.
Before Justices Benavides, Hinojosa, and Tijerina
Appellee The Port of Corpus Christi Authority of Nueces County (POCC) sued appellant The Port of Corpus Christi, LP (TPCC) for common law service-mark infringement and injury to business reputation and dilution under § 16.103 of the Texas Business and Commerce Code. See TEX. BUS. & COM. CODE ANN. § 16.103. TPCC answered suit and filed several counterclaims. POCC filed a plea to the jurisdiction seeking to dismiss TPCC's counterclaims, which the trial court granted. In three issues, which we treat as two, TPCC argues the trial court erred in: (1) granting POCC's plea to the jurisdiction; and (2) denying TPCC jurisdictional discovery and a continuance of the jurisdictional hearing. We vacate in part, affirm in part, and reverse and remand in part.
POCC is a political subdivision of the State of Texas and has been operating as a navigation district under article XVI, § 59 of the Texas Constitution since its formation in 1922. See TEX. CONST. art. XVI, § 59. TPCC is a limited partnership principally owned and controlled by Kenneth Berry. POCC filed the instant suit against TPCC complaining of TPCC's use of POCC's service marks. According to its live petition, POCC currently operates and manages the Corpus Christi Ship Channel and the La Quinta Ship Channel. POCC claims "strong common law rights" in the following service marks: "The Port of Corpus Christi," "Port of Corpus Christi," and "Port Corpus Christi." POCC has spent "millions of dollars" to promote its services under these service marks.
On January 31, 2014, TPCC filed a certificate of formation with the SOS to form a limited partnership under the name "The Port of Corpus Christi, LP." A representative for the SOS later notified TPCC that the name "The Port of Corpus Christi falsely implies a governmental affiliation" and requested that TPCC amend its certificate of formation, but TPCC did not comply with the request. On June 29, 2015, POCC registered two service marks containing "Port Corpus Christi" with the Texas Secretary of State (SOS). POCCregistered an additional service mark containing that name on October 23, 2015.
POCC alleges that TPCC's use of the name "The Port of Corpus Christi, LP" has caused dilution of its service marks and "falsely portrays [TPCC's] commercial endeavors as affiliated with [POCC's] commercial activities[.]" Through its suit, POCC seeks injunctive relief and damages.
TPCC answered suit and filed several counterclaims against POCC. TPCC's claims primarily focus on the legality of POCC's Memorandum of Understanding (MOU) and Lease Agreement (Lease1) with the Carlyle Group and its subsidiary Lone Star Ports (collectively Carlyle). The agreements concern POCC's development of a crude oil export terminal on Harbor Island (Harbor Island Project), property owned by POCC. TPCC claims that POCC misappropriated TPCC's confidential plans for a similar development on nearby Berry Island. TPCC alleges that POCC violated the Texas Open Meetings Act (TOMA) by planning the Harbor Island Project and finalizing formal agreements without adequate public disclosure. TPCC further alleges that POCC's agreements with Carlyle violate the public disclosure and competitive bidding requirements of the Public and Private Facilities Infrastructure Act (PPFIA), see TEX. GOV'T CODE ANN. §§ 2267.001-.066, and the Texas Water Code. See TEX. WATER CODE ANN. §§ 60.401-.414. TPCC also claims that POCC denied TPCC's request for pipeline easements across POCC's property to stifle TPCC's competing development. Finally, TPCC claims that POCCbreached an agreement with Berry to sell Harbor Island "on a sealed bid basis or through a broker."
TPCC brings claims for violations of TOMA, the PPFIA, the Water Code, the Public Information Act, the Takings Clause, and the Texas Constitutional prohibition against delegation of governmental authority to a private entity. TPCC also alleges claims for breach of contract and business disparagement. TPCC further pleads a § 1983 claim for violations of the Equal Protection and Due Process clauses of the United States Constitution. See 42 U.S.C.A. § 1983. Finally, TPCC brings an ultra vires action against the POCC commissioners for acting without legal authority in connection with the Harbor Island Project. TPCC seeks declaratory and injunctive relief, damages, and attorney's fees.
POCC filed a plea to the jurisdiction on the grounds of governmental immunity, standing, and mootness. POCC challenged the sufficiency of TPCC's pleadings while also presenting evidence which purportedly negated jurisdiction. POCC's immunity argument was two-fold. First, POCC argued that TPCC's counterclaims did not fall within the Reata scope-of-immunity rule because the claims were not germane to nor did they offset POCC's claims. See Reata Constr. Corp. v. City of Dallas, 197 S.W.3d 371 (Tex. 2006). Second, POCC argued that TPCC's claims either failed to invoke a statutory waiver of immunity or were not supported by the jurisdictional record. POCC's plea relied on the following evidence: (1) the MOU between POCC and Carlyle executed by POCC's Chief Executive Officer, Sean Strawbridge; (2) affidavits of Strawbridge and POCC ChiefFinancial Officer, Kent Britton; (3) a POCC open meeting agenda memorandum describing the finalized Lease with Carlyle; (4) a Texas Attorney General Opinion concerning TPCC's Public Information Act request; (5) POCC open meeting notices and minutes; (6) a POCC resolution authorizing a POCC executive to negotiate on behalf of POCC; and (7) POCC's PPFIA guidelines.
TPCC filed a response supported by the following evidence: (1) the sworn declaration of attorney Jennifer S. Riggs opining as to the nature of the Lease and to whether POCC's agenda notices comply with TOMA; (2) the sworn declaration of Berry; (3) POCC correspondence to Berry; (4) the MOU; (5) correspondence between the POCC and the Army Corps of Engineers concerning the Harbor Island Project; (6) correspondence from POCC to Berry concerning the sale of Harbor Island; (7) POCC and Carlyle press releases discussing the Harbor Island Project; (8) POCC open meeting agenda notices and minutes; (9) POCC presentation referencing its partnership with Carlyle; and (10) POCC guidelines, codes, and operating rules.
In a letter dated February 3, 2014, to Berry,2 POCC's then CEO John P. Larue informed Berry in relevant part that "If [POCC] decides to put the [Harbor Island Property] up for sale, it will do so on a sealed bid basis or through a broker." TPCC's breach of contract action is premised on POCC's alleged sale of Harbor Island to Carlyle in a manner inconsistent with this letter. POCC maintains that it still owns the island and its agreement with Carlyle constitutes a lease.
The first public notice concerning the Harbor Island Project appears in POCC's October 25, 2018 agenda notice:
The minutes for the meeting provided that "No action was taken on agenda item 7a." However, on October 29, 2018, POCC and Carlyle issued the following joint press release:
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