Sas Institute, Inc. v. Breitenfeld

• Decision Date: 01 July 2005
• Docket Number: No. 04-1103.,04-1103.
• Citation: 167 S.W.3d 840
• Parties: SAS INSTITUTE, INC., Petitioner, v. John W. BREITENFELD, Respondent.
• Court: Texas Supreme Court

167 S.W.3d 840

SAS INSTITUTE, INC., Petitioner, v. John W. BREITENFELD, Respondent.

No. 04-1103.

Supreme Court of Texas.

July 1, 2005.

Nancy L. Patterson, Curtis Dean Herms Jr., S. Shawn Stephens, Baker & Hostetler LLP, Houston, for petitioner.

Fred Colin Durham, Teresa G. Sanchez, Kyle G. Basinger, Collins & Basinger, Dallas, for respondent.

PER CURIAM.

The trial court in this case granted SAS Institute's motion for summary judgment, requiring John Breitenfeld to repay a bonus on a cancelled sale based on a commission contract between the two parties. The court of appeals reversed and rendered judgment on Breitenfeld's motion for summary judgment against SAS, allowing Breitenfeld to keep the bonus under the commission contract. We hold the contract language is unambiguous and Breitenfeld is required to pay back the bonus he received because the sale on which the bonus was based was cancelled. Accordingly, we reverse the court of appeals' judgment and reinstate the judgment of the trial court.

Breitenfeld joined SAS, a software company, as a sales representative in April of 2001. As part of his employment he signed a commission contract that provided for compensation based on his sales of SAS's products. In December 2001, Breitenfeld received sales credit for a one million dollar sale to Methodist Healthcare System. Accordingly, in February and March of 2002, he was paid a substantial bonus for the sale. But in April of 2002, Methodist Healthcare cancelled its order. Breitenfeld resigned his employment with SAS the following June, without refunding the bonus he had received for the Methodist Healthcare sale. SAS demanded repayment of the bonus, and Breitenfeld refused to pay. SAS sued, and both parties filed motions for summary judgment.

SAS argues the clear language of the commission contract, when read as a whole, requires repayment of the bonus. We agree. When both parties file motions for summary judgment in the trial court, the appellate court determines all presented questions and renders judgment. Guynes v. Galveston County, 861 S.W.2d 861, 862 (Tex.1993); Jones v. Strauss, 745 S.W.2d 898, 900 (Tex.1988). A summary judgment movant must prove there is no genuine issue of material fact to prevail on his motion. State Farm Fire and Cas. Co. v. Vaughan, 968 S.W.2d 931, 932 (Tex.1998); Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548-49 (Tex.1985). "If the written instrument is so worded that it can be given a certain or definite legal meaning or interpretation, then it is not ambiguous and the court will construe the contract as a matter of law." Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983); see Vaughan, 968 S.W.2d at 932. The contract in this case is unambiguous. It states that bonuses will be paid only for new sales credit and that cancelled contracts will be followed by a deduction or repayment of any bonuses paid.

The intent of a contract is not changed simply because the circumstances do not precisely match the scenarios anticipated by the contract. The contract in this case envisioned scenarios where the bonus would be paid back if a sale was cancelled after Breitenfeld terminated employment, or where the bonus would be...