Steubner Realty 19, Ltd. v. Cravens Road 88, Ltd.

• Decision Date: 03 October 1991
• Docket Number: No. C14-90-0279-CV,C14-90-0279-CV
• Citation: 817 S.W.2d 160
• Parties: STEUBNER REALTY 19, LTD., Appellant, v. CRAVENS ROAD 88, LTD., Fincher & Son Real Estate, Inc., d/b/a Fincher, Greenberg & Baca Investments, Fincher & Baca Investment Corporation, and William R. Fincher, Appellees. (14th Dist.)
• Court: Texas Court of Appeals

Page 160

817 S.W.2d 160

STEUBNER REALTY 19, LTD., Appellant, v. CRAVENS ROAD 88, LTD., Fincher & Son Real Estate, Inc. d/b/a Fincher, Greenberg & Baca Investments Fincher & Baca Investment Corporation and William R. Fincher, Appellees.

No. C14-90-0279-CV.

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

Oct. 3, 1991.

Edward Blizzard, Houston, for appellant.

Jess W. Mason, C. Michael Clerk, Houston, for appellees.

Before ROBERTSON, SEARS and DRAUGHN, JJ.

OPINION

DRAUGHN, Justice.

Steubner 19, Ltd. appeals from a take nothing judgment entered in its suit against appellees for damages caused by Steubner 19's alleged reliance on appellees' representations about a parcel of land. In ten points of error, Steubner 19 challenges the trial court's rulings with respect to jury question 13. We affirm the trial court's judgment.

Cravens Road 88, Ltd. ("Cravens Road") owned an 88-acre tract of land and, in 1982, began negotiating to sell 70.96 acres of this tract to Jose Aramburo, general partner of Steubner 19, Ltd. ("Steubner 19"). In July 1982, William Fincher, the general partner of Cravens Road, offered the property at a "firm" price of $2,627,000.00, and orally agreed to hold the property for Aramburo for ten days. Fincher learned that, as a prerequisite to obtaining any platting, subdivision, or building permits for the property, the city of Missouri City required dedication of a 120-foot wide easement on the northern boundary of the property for drainage. Fincher advised Aramburo of the City's requirement and Aramburo testified that he in turn notified his partners. Fincher further testified that he attempted to negotiate with the City for payment for the easement rather than donation. When the City refused, Fincher filed suit against the City in December 1982.

On September 14, 1982, Cravens Road and Aramburo, as Trustee of Steubner 19, entered into an earnest money contract reflecting a purchase price of $2,469,850.00, a $157,650.00 reduction from the previously agreed upon price of $2,627,500.00. Aramburo testified that this reduction in price was not due to the proposed drainage easement; however, Aramburo had previously testified by sworn affidavit that the price reduction was for the drainage easement. Regarding this affidavit, Aramburo testified that he swore to false information in the affidavit to help Fincher in his lawsuit against the City. In a letter Aramburo directed to one of the Steubner 19 limited partners after signing the earnest money contract, Aramburo stated that the price reduction was for six percent commission that did not have to be paid to a broker. The sale closed on October 12, 1982. Aramburo testified that he subsequently discovered that the proposed drainage easement extended into the seventeen and a half acres that Cravens Road retained and that no development could occur on Steubner 19's tract unless Cravens Road also allowed dedication of a portion of its tract to the City. Steubner 19 failed to make the first payment on the property in June 1983 and foreclosure occurred. Steubner 19 then filed the instant lawsuit, alleging fraud and negligent misrepresentation.

The jury found that appellees had made misrepresentations that the property was ready for development and that Steubner 19 had relied on these misrepresentations in deciding to purchase the property. The jury further found that Steubner 19 was estopped from complaining about the drainage problems. Based on this finding, the trial court rendered judgment that Steubner 19 take nothing.

In points of error one through three, Steubner 19 claims that there was no evidence to support submission of jury question 13 regarding estoppel or to support the jury's finding of estoppel. Steubner 19 also claims the evidence is insufficient to support the jury's finding of estoppel. When a party alleges error in the jury charge, an appellate court must consider the parties' pleadings, the evidence presented at trial, and the charge in its entirety. Island Recreational Dev. Corp. v. Republic of Texas Sav. Ass'n, 710 S.W.2d 551, 555 (Tex.1986).

Steubner 19 objects to the following jury question:

QUESTION NO. 13

Is the plaintiff estopped from complaining of any drainage hindrances on the property in question?

"Estoppel" is a rule to prevent one from taking advantage of a condition or situation, when, with knowledge of the facts, he has so conducted himself as to lead the other party to believe that he would not do as he did. Estoppel is based on the principle that one may not profit from his own or his agents [sic] wrongful act.

During deliberations, the jury asked the court for clarification regarding the term "estoppel," and the court sent the jury the following explanation:

Estoppel occurs when someone (or his agent) says or does something and another person reasonably relys [sic] on such statement or action to such an extent that it would be unfair to allow the first person to change his statement or action.

Steubner 19 claims that the definitions provided to the jury present only the doctrine of equitable estoppel. The elements of equitable estoppel are: (1) a false representation or concealment of material facts made with the intent that another party act on the false representation or silence, (2) the false representation or concealment of material facts was made by a party with knowledge of the facts, (3) the party to whom the representation was made or from whom facts were concealed was without knowledge or the means of knowledge of the real facts, and (4) detrimental reliance. See Gulbenkian v. Penn, 151 Tex. 412, 252 S.W.2d 929, 932 (1952). Steubner 19 claims that there was no evidence or insufficient evidence of any of these elements.

When a party challenges the legal sufficiency of evidence supporting submission of a jury question or supporting a jury's finding, we may consider only the evidence and inferences tending to support submission of the question or the jury's finding, disregarding all evidence to the contrary. See Davis v. City of San Antonio, 752 S.W.2d 518, 522 (Tex.1988). Steubner 19 also claims that insufficient evidence supports the jury's finding of equitable estoppel. Where a party challenges the factual sufficiency of the evidence, we must examine all the evidence and set aside the verdict "only if it is so contrary to the overwhelming weight of the evidence as to be clearly wrong and unjust." Cain v. Bain, 709 S.W.2d 175, 176 (Tex.1986).

We agree that no evidence supports submission of a jury question on equitable estoppel. The evidence shows that Steubner 19 knew of the drainage easement on the 70-acre tract, that Steubner 19 obtained the tract for $157,650.00 less than the purchase price originally agreed upon, and that Aramburo testified in a sworn affidavit that this price reduction was based on the drainage easement, hindering development of the property. Although this evidence shows that Steubner 19 knew of the impediments to development, it does not show that Steubner 19 made false representations or concealed material facts from appellees, that appellees were ignorant of the real facts, or that appellees detrimentally relied. Having failed to introduce evidence on all of the elements of equitable estoppel, appellees were not entitled to a jury question on equitable estoppel. We further find that no evidence supports the jury's finding of equitable estoppel. In reviewing all of the evidence, we also find that, insofar as question 13 submitted the defense of equitable estoppel, the affirmative finding was contrary to the overwhelming weight of the evidence.

Appellees alternatively contend that question 13 submitted the doctrine of quasi estoppel. Unlike equitable estoppel, quasi estoppel requires no showing of a false representation or detrimental reliance. See Stimpson v. Plano Indep. School Dist., 743 S.W.2d 944, 946 (Tex.App.--Dallas 1987, writ denied); El Paso Nat'l Bank v. Southwest Numismatic Inv. Group, Ltd., 548 S.W.2d 942, 948 (Tex.Civ.App.--El Paso 1977, no writ). "Quasi estoppel" is a term applied to certain legal bars, such as ratification, election, acquiescence, or acceptance of benefits. 31 C.J.S. Estoppel § 107 (1964). Section 107 of C.J.S. offers the following explanation of quasi estoppel:

[T]he principle precludes a party from asserting, to another's disadvantage, a right inconsistent with a position previously taken by him. The doctrine applies where it would be unconscionable to allow a person to maintain a position inconsistent with one in which he acquiesced, or of which he accepted a benefit.

31 C.J.S. Estoppel § 107 (1964). See Stimpson, 743 S.W.2d at 946.

Steubner 19 contends that question 13 does not submit the defense of quasi estoppel and that appellees failed to plead or prove this defense. We disagree. In their third amended petition, appellees pled the affirmative defense of estoppel. This is sufficient to raise the defenses of equitable estoppel and quasi estoppel. Furthermore, we find that the definitions provided for question 13 submit the defense of quasi estoppel. Both definitions essentially state that estoppel precludes a party, with knowledge of the facts, from taking a position inconsistent with his or her former position to the disadvantage or injury of another, which is the definition of quasi estoppel. See Stimpson, 743 S.W.2d at 946; 31 C.J.S. Estoppel § 107 (1964). Having found that question 13 fairly submitted the defense of quasi estoppel, we must determine whether legally sufficient evidence supported the submission.

As previously discussed, the evidence shows that Steubner 19 knew of the drainage easement, that the purchase price of the tract was reduced by $157,650.00, and that Steubner 19 knew that the price reduction was for the drainage problems hindering development of the property. Because the evidence shows that Steubner 19 knew of the drainage problems hindering development, quasi estoppel operates to bar Steubner 19,...