Super Ventures, Inc. v. Chaudhry

• Decision Date: 23 June 2016
• Docket Number: NO. 02–14–00157–CV,02–14–00157–CV
• Parties: Super Ventures, Inc. and Abu Tuarb Tariq, Appellants v. Saiqa S. Chaudhry, Appellee
• Court: Texas Court of Appeals

501 S.W.3d 121

Super Ventures, Inc. and Abu Tuarb Tariq, Appellants

v.Saiqa S. Chaudhry, Appellee

NO. 02–14–00157–CV

Court of Appeals of Texas, Fort Worth.

DELIVERED: June 23, 2016

John H. Carney, Bernard E. Zwillenberg, John H. Carney & Associates, Dallas, TX, for Appellant.

S. Gary Werley, The Law Offices of Gary Werley, Granbury, TX, for Appellee.

PANEL: LIVINGSTON, C.J.; GARDNER and MEIER, JJ.

OPINION

ANNE GARDNER, JUSTICE

Appellants Super Ventures, Inc. and Abu Tuarb Tariq appeal from the trial court's judgment against them jointly and severally and in favor of Appellant Saiqa S. Chaudhry. In what we construe as four issues, Super Ventures and Tariq argue that the evidence is legally and factually insufficient to support the judgment. We affirm.

I. Background

Tariq is the president of Super Ventures, which owned "J–Mart," a convenience store and gas station located at 4505 Highway 377 East, Granbury, Texas. In December 2007, Super Ventures, acting by and through Tariq, entered into a written lease agreement whereby Super Ventures leased to Chaudhry "[t]hat certain property located at 4505 Highway 377 East, Granbury, Texas 76049 ... together with all furniture, fixtures[,] and equipment located thereon" (the property). The lease term ended on December 11, 2012. The base rent was $12,300 per month from December 12, 2007, though June 30, 2008, and starting July 1, 2008, increased to $13,300 per month for the remainder of the term. At the time, the property was encumbered by a deed of trust securing a note payable by Super Ventures to Zions First National Bank in the original principal amount of $930,000.

In March 2008, Chaudhry executed a promissory note in the original principal amount of $30,000 payable to Super Ventures. The note was payable in fourteen monthly installments of $1,000 due on the first day of the month beginning April 1, 2008. These payments were in addition to the rental payments. The remaining principal, together with all accrued but unpaid interest, was due on or before June 1, 2009.

On August 26, 2009, Chaudhry and Super Ventures executed a first amendment to the lease agreement (the lease amendment), which gave Chaudhry the option to purchase the property for $1,270,000. The option expired on July 31, 2011, and could only be exercised upon the payment of a $180,000 option fee, $30,000 of which was due on or before October 31, 2009; the remaining $150,000 was payable in twenty-four monthly installments of $6,250 due on the first of the month beginning September 1, 2009. The option fee was in addition to rent and other amounts due under the lease, was nonrefundable, and was to be applied to the purchase price as a down payment at closing. Super Ventures agreed to provide financing for the remaining $1,090,000 purchase price for two years at nine percent interest, with monthly installments of $13,300. The financing was to be secured by a lien on the property. The remaining balance was due at the end of two years, and Super Ventures had no obligation to renew or to extend financing.

The lease amendment further provided that once the option fee was paid in full, Chaudhry could exercise the option by giving Super Ventures written notice that she was exercising the option. Chaudhry and Super Ventures were then to arrange a mutually acceptable closing date to occur within thirty days of Chaudhry exercising the option. At closing, Super Ventures was to deliver a special warranty deed conveying the property to Chaudhry "free and clear of all liens." The parties also agreed to execute and deliver any other written documentation reasonably required to close on the sale of the property, including but not limited to, Chaudhry's execution of a promissory note and deed of trust evidencing financing by the seller.

Over time, disputes arose between the parties over the amounts paid and the amounts due on the lease, the promissory note, and the option fee. In a letter dated June 16, 2011, Super Ventures informed Chaudhry that it had deposited $160,543.78 towards the option and that $19,456.22 remained due in order to invoke the option to purchase the property. On July 29, 2011, Chaudhry sent to Super Ventures a letter stating that she was exercising her option to purchase the property. She also enclosed a $30,456.87 check payable to Super Ventures. The check was intended to pay the remainder of the option fee plus some of the other money Chaudhry owed Super Ventures. On August 16, 2011, Super Ventures notified Chaudhry by letter that it applied the check towards the outstanding option fee balance,¹ and it deposited the check on August 25, 2011.

The parties attempted to negotiate the terms of the sale of the property and to resolve the amounts due under the lease and the promissory note, but they never closed on the sale of the property. The lease term ended on December 11, 2012, and Chaudhry vacated the property. Zions First National Bank foreclosed on the property in November 2013.

Chaudhry filed suit against Super Ventures and Tariq, alleging that Super Ventures breached and abandoned the lease amendment by failing and refusing to close on the sale of the property. She further claimed that the option to purchase the property was void and unenforceable under the statute of frauds because the legal description of the property in the lease amendment was insufficient as a matter of law. She also asserted claims against Super Ventures and Tariq for fraud in the inducement and for violations of the Texas Deceptive Trade Practices Act (DTPA) based on Tariq's alleged failure to disclose two tax liens, a judgment lien, and deeds of trust executed in favor of Bank United, Zions First National Bank, and JP Morgan Chase Bank that had been filed against the property. Chaudhry claimed that Super Ventures and Tariq were jointly and severally liable and sought rescission of the lease amendment, return of the $180,000 option fee, and attorney's fees.

In their answer, Super Ventures and Tariq alleged, among other things, that Tariq was not liable to Chaudhry in the capacity in which he was sued and that the DTPA did not apply to Chaudhry's claims. Super Ventures and Tariq also counterclaimed, alleging, among other things, that Chaudhry breached the lease, the promissory note, and the lease amendment by failing to pay the sums due thereunder; that she breached the lease amendment by failing to close on the property; and that she breached the lease and the lease amendment by failing to maintain the property in good condition, by failing to continue to operate and keep the business open to the public, and by failing to return the furniture, fixtures, equipment, and the property to Super Ventures in the same condition as she received them.

After a bench trial, the trial court found that judgment should be rendered for Chaudhry on all of her causes of action. The trial court entered judgment in favor of Chaudhry and against Super Ventures and Tariq, jointly and severally, for $180,000, plus $22,500 in prejudgment interest, and ordered that Super Ventures and Tariq's counterclaims be denied. The trial court also entered judgment in favor of Chaudhry and against Super Ventures and Tariq, jointly and severally, for $16,000 in trial attorney's fees, a total of $17,500 in conditional appellate attorney's fees, and costs. The trial court filed findings of fact and conclusions of law. Super Ventures and Tariq appealed.

II. Standards of Review

A trial court's findings of fact have the same force and dignity as a jury's answers to jury questions and are reviewable for legal and factual sufficiency of the evidence to support them by the same standards. Catalina v. Blasdel, 881 S.W.2d 295, 297 (Tex.1994) ; Anderson v. City of Seven Points, 806 S.W.2d 791, 794 (Tex.1991) ; see also MBM Fin. Corp. v. Woodlands Operating Co., 292 S.W.3d 660, 663 n. 3 (Tex.2009). When the appellate record contains a reporter's record, findings of fact on disputed issues are not conclusive and may be challenged for the sufficiency of the evidence. Sixth RMA Partners, L.P. v. Sibley, 111 S.W.3d 46, 52 (Tex.2003) ; Allison v. Conglomerate Gas II, L.P., No. 02–13–00205–CV, 2015 WL 5106448, at *6 (Tex.App.–Fort Worth Aug. 31, 2015, no pet.) (mem.op.). We defer to unchallenged findings of fact that are supported by some evidence. Tenaska Energy, Inc. v. Ponderosa Pine Energy, LLC, 437 S.W.3d 518, 523 (Tex.2014).

We may sustain a legal sufficiency challenge only when (1) the record discloses a complete absence of evidence of a vital fact, (2) the court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact, (3) the evidence offered to prove a vital fact is no more than a mere scintilla, or (4) the evidence establishes conclusively the opposite of a vital fact. Ford Motor Co. v. Castillo, 444 S.W.3d 616, 620 (Tex.2014) ; Uniroyal Goodrich Tire Co. v. Martinez, 977 S.W.2d 328, 334 (Tex.1998), cert. denied, 526 U.S. 1040, 119 S.Ct. 1336, 143 L.Ed.2d 500 (1999). In determining whether there is legally sufficient evidence to support the finding under review, we must consider evidence favorable to the finding if a reasonable factfinder could and disregard evidence contrary to the finding unless a reasonable factfinder could not.

Cent. Ready Mix Concrete Co. v. Islas, 228 S.W.3d 649, 651 (Tex.2007) ; City of Keller v. Wilson, 168 S.W.3d 802, 807, 827 (Tex.2005).

When reviewing an assertion that the evidence is factually insufficient to support a finding, we set aside the finding only if, after considering and weighing all of the evidence in the record pertinent to that finding, we determine that the credible evidence supporting the finding is so weak, or so contrary to the overwhelming weight of all the evidence, that the answer should be set aside and a new trial ordered. Pool v. Ford Motor Co., 715 S.W.2d 629, 635 (Tex.1986) (op. on reh'g); Cain v. Bain, 709 S.W.2d 175, 176 (Tex.1986) ; Garza v. Alviar, 395 S.W.2d 821, 823 (T...