Seureau v. Exxonmobil Corp.

• Decision Date: 16 October 2008
• Docket Number: No. 14-07-00176-CV.,14-07-00176-CV.
• Citation: 274 S.W.3d 206
• Parties: Glenn Emile SEUREAU and Glenn Edouard Seureau, Appellants v. EXXONMOBIL CORPORATION and Port of Houston Authority, Appellees.
• Court: Texas Court of Appeals

274 S.W.3d 206

Glenn Emile SEUREAU and Glenn Edouard Seureau, Appellants v. EXXONMOBIL CORPORATION and Port of Houston Authority, Appellees.

No. 14-07-00176-CV.

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

October 16, 2008.

Tom F. Coleman, Houston, TX, for appellants.

Alice A. Brown, W. Allyn Hoaglund, Alexander Christos Papandreou, Glenn R. Legge and Alan Brandt Daughtry, Houston, TX, for appellees.

Panel consists of Justices YATES, BROWN, and BOYCE.

OPINION

JEFF BROWN, Justice.

This appeal arises from the unrealized real-estate development plans of appellants Glenn Emile Seureau and Glenn Edouard Seureau. Their land abutted property that was to be developed by the Port of Houston Authority. In hopes of prospering from the neighboring development, the Seureaus contracted with Humble Oil & Refining Company, now ExxonMobil, to be included in the project. Several years later, however, ExxonMobil withdrew from the project, and the Port exercised its eminent-domain powers against appellants' land. The Seureaus responded by suing the Port and ExxonMobil for breach of contract and fraudulent inducement. The trial court dismissed their claims against the Port because of governmental immunity, and granted ExxonMobil's motion for summary judgment on several grounds, including limitations. The Seureaus have appealed both rulings. We will affirm.

BACKGROUND

Appellants are Glenn Edouard Seureau ("Father") and Glenn Emile Seureau, Jr. ("Son"), who owned land in the Galveston Bay area. In 1960, Glenn Emile Seureau, Sr. ("Grandfather") deeded some of the Seureaus' land to Humble Oil & Refining Company, now ExxonMobil.¹ ExxonMobil then transferred that land to the Port of Houston Authority ("the Port"), which was to use the land to build and operate a port facility to be known as Bayport. To finance the Bayport project, the Port would issue revenue bonds that were to be purchased by ExxonMobil.

Grandfather and Father continued to own land adjoining the Bayport project. It was their desire to participate in the commercial development of the Bayport area and, as such, in 1966 they approached ExxonMobil with a written proposal (the "Letter Agreement") which Grandfather had authored. Therein the Seureaus offered to sell additional land to ExxonMobil under the following conditions. First, to the extent of ExxonMobil's interest in the Bayport project, ExxonMobil would assist the Seureaus in developing their remaining land, consisting of 175 acres, so as to profit from the burgeoning Bayport project. Second, should ExxonMobil deem any of the land acquired from the Seureaus as "surplus" to its needs, it was to offer that surplus land to the Seureaus for repurchase. Third, in the event that ExxonMobil should acquire a specific piece of neighboring property (the "Hollier tract"), the parties might swap a thirteen-acre parcel of the Seureaus' remaining land (the "Triangular tract") for thirteen acres of the Hollier tract.

ExxonMobil agreed to these conditions and executed the Letter Agreement. It acquired the lands offered by the Seureaus, including the entirety of Father's land. Grandfather continued to retain 175 acres of remaining land and, upon his death, that land passed to Son. During the next few decades, the Port continued to develop the Bayport project, and ExxonMobil sold chunks of its neighboring land however, the portion of its land that abutted the Seureaus' property remained largely undeveloped, and the Seureaus made no inquiry into the status of the Bayport project or the further development plans.

In October 1997, ExxonMobil withdrew from the Bayport project and entered into a compromise settlement agreement with the Port. Through that agreement, ExxonMobil transferred all of its remaining interest in Bayport, including land previously acquired from the Seureaus, to the Port. Appellants have contended that, in doing so, ExxonMobil breached its contractual promise to first offer such surplus land to the Seureaus. Moreover, at the time that it exited the Bayport project, ExxonMobil had not accomplished its promises to assist in the development of the Seureaus' remaining 175 acres.

In June 1998, Father and Son met with the Port's real-estate manager and learned that the Port had acceded to all of ExxonMobil's interest in the Bayport area, including the 1966 land acquired from the Seureaus. Upon learning that ExxonMobil had ceased its involvement in the Bayport project, the Seureaus met with the Port's chairman in July 1998 and insisted that the Port was bound to honor ExxonMobil's contractual promises under the Letter Agreement. While not committing itself to the Letter Agreement's obligations, the Port was intrigued by the land swap (i.e., Hollier tract for Triangular tract) proposed therein.

However, wary of the Port's motives, Son refused to go forward with the trade unless the Port would agree to waive its eminent-domain powers. The Port refused to do so and, in May 2002, instituted proceedings to condemn appellants' property. The Seureaus responded by bringing a lawsuit against the Port and ExxonMobil. They alleged that the Port and ExxonMobil acted in a joint enterprise to breach the terms of the Letter Agreement. During discovery, the Seureaus were provided with a copy of the 1964 written agreements between the Port and ExxonMobil and discovered that those agreements afforded ExxonMobil no control whatsoever over the development of the Bayport project. The Seureaus then amended their suit to claim that ExxonMobil fraudulently induced them into selling their land under the 1966 Letter Agreement by overstating its degree of control over the Bayport development.

ExxonMobil moved for summary judgment in which it argued, inter alia, that appellants' claims are time-barred by the statute of limitations. The Port also asserted a plea to the jurisdiction on the basis of governmental immunity. The trial court granted both motions, thereby ending the litigation. Father and Son have appealed both rulings. During the pendency of this appeal, Son settled his claims against the Port, and we dismissed the portion of his appeal that relates to the Port. This prompted the Port to contend that, as to it, the appeal has become moot because Father lacks legal standing.

STANDING

Because standing is a threshold issue that is implicit in the concept of subject-matter jurisdiction, we first address Father's standing. See Tex. Ass'n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 443 (Tex.1993). In addressing standing, we review the plaintiff's pleadings to determine whether the petition alleges facts that affirmatively demonstrate our jurisdiction to hear the case. See id. at 446. We must construe the petition in the plaintiff's favor and, if necessary, we will review the entire record to determine if any evidence supports standing. See id.

Much of the underlying lawsuit relates to the 175 acres of land which belong exclusively to Son, and in which Father retains no ownership interest. However, Father owned some of the land that was sold to ExxonMobil in 1966 and, in the underlying lawsuit, he seeks rescission of that earlier conveyance. Appellants have alleged that the Port now owns some of the land that Father seeks to re-acquire, and have further contended that the Port, as a participant in a joint enterprise, is legally responsible for ExxonMobil's alleged misdeeds. Because we construe appellants' petition in their favor, we do not pass on the merits of their joint-enterprise allegations in this standing discussion. See id.; see also Doncer v. Dickerson, 81 S.W.3d 349, 356 (Tex.App.-El Paso 2002, no pet.) ("It should always be borne in mind that standing to sue does not mean a right to win, but merely a right to be heard in court."); In re Smith, 260 S.W.3d 568, 573 (Tex.App.-Houston [14th Dist.] 2008, orig. proceeding).

We conclude that Father has a justiciable interest in the appeal of the trial court's order granting the Port's plea to the jurisdiction. See Austin Nursing Ctr., Inc. v. Lovato, 171 S.W.3d 845, 848 (Tex. 2005). Therefore, we hold that Father has standing and that we have subject-matter jurisdiction to consider his challenge to the Port's assertion of governmental immunity.

GOVERNMENTAL IMMUNITY

Father contends that the trial court erred in granting the Port's plea to the jurisdiction and dismissing the Seureaus' claims, because appellants had established the Legislature's consent to their lawsuit. First, he argues that notwithstanding the contrary conclusion reached by the Texas Supreme Court in Tooke v. City of Mexia,² the Legislature clearly and unambiguously consented to this suit by employing "sue and be sued" language in the statute governing navigation districts. Second, he urges us to extend the holding in Texas Department of Transportation v. Able³ to recognize joint venture as a separate ground for finding waiver of governmental immunity in contract actions. Third, Father argues that the Port's conduct is so egregious as to fit the rather limited "waiver by conduct" possibility the Texas Supreme Court theorized in a footnote to Federal Sign v. Texas Southern University.⁴ We will address each of these contentions in turn, following a discussion of basic governmental-immunity principles.

A. Immunity, Generally

A trial court must have subject-matter jurisdiction before it may hear a case. See Tex. Ass'n of Bus., 852 S.W.2d at 443. A plaintiff bears the initial burden of alleging facts that affirmatively demonstrate the trial court's subject-matter jurisdiction over the suit. Id. at 446. A defendant may challenge the court's subject-matter jurisdiction through a plea to the jurisdiction. Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554 (Tex.2000). Where, as here, the defendant is a governmental entity, it may file a plea to the jurisdiction asserting governmental immunity.⁵ See Tex. Natural Res. Conservation Comm'n v. IT-Davy, 74 S.W.3d 849, 855 (Tex.2002). Under the doctrine of...