Whitmire v. Nat'l Cutting Horse Ass'n

Decision Date11 October 2012
Docket NumberNO. 02-11-00170-CV,02-11-00170-CV
PartiesLAINIE WHITMIRE AND RAY WHITMIRE APPELLANTS AND APPELLEES v. NATIONAL CUTTING HORSE ASSOCIATION APPELLEE AND APPELLANT
CourtCourt of Appeals of Texas

FROM THE 236TH DISTRICT COURT OF TARRANT COUNTY

MEMORANDUM OPINION1
I. INTRODUCTION

In four issues, Appellants Lainie Whitmire and Ray Whitmire argue that the trial court erred by granting judgment notwithstanding the verdict (JNOV) on Lainie's breach of oral agreement and false imprisonment claims, by awarding Appellee National Cutting Horse Association (the NCHA) attorney's fees onLainie's and Ray's declaratory judgment actions, and by not awarding Lainie attorney's fees on her breach of contract claim. The NCHA also brings a conditional cross-appeal, arguing that the trial court abused its discretion by admitting and excluding certain evidence regarding Lainie's breach of oral agreement claim. We reverse and render in part and affirm as modified in part.

II. FACTUAL AND PROCEDURAL BACKGROUND
A. The Underlying Facts

Lainie was a member of the NCHA and competed in the amateur and non-professional classes. In 2004, the NCHA informed her that it had concerns regarding her qualifications to compete in those classes and requested detailed information regarding her past employment. Later that year, the NCHA informed Lainie that a hearing would be held in front of the NCHA's grievance committee on November 15, 2004, regarding her qualifications.

Lainie and her attorney, Clark Brewster, appeared at the hearing; the NCHA's attorney, E. Eldridge Goins, Jr., appeared on behalf of the NCHA. At the conclusion of the hearing, the committee decided to revoke Lainie's amateur status and also to suspend her non-professional status unless she produced evidence to show her eligibility for non-professional status.

Lainie appealed the grievance committee's ruling; on the day of the appeals hearing, Brewster, on behalf of Lainie, and Goins, on behalf of the NCHA, reached an oral settlement agreement. Both parties agree that they reached a settlement agreement and that, as part of the agreement, Lainie would withdraw all appeals and her membership would be suspended for six months. The parties dispute whether reinstatement of Lainie's non-professional status atthe conclusion of the six-month suspension was a term of the settlement agreement.

On January 19, 2005, Goins sent Brewster a letter, purportedly confirming the terms of the settlement agreement. The letter stated that the parties agreed that "[a]ll pending investigations and appeals [were thereby] ceased," that Lainie's NCHA membership would be suspended for six months, and that Lainie's amateur and non-professional statuses would be revoked. The letter did not mention reinstatement of Lainie's non-professional status. The letter did not provide a signature line for Brewster or Lainie, and they did not otherwise respond in writing.

Lainie and Brewster testified at trial that, during a telephone call from Brewster to Goins after Brewster received the letter, Goins assured Brewster that, although not stated in the letter, Lainie's non-professional status would be reinstated at the conclusion of her six-month membership suspension.

After the six-month membership suspension period ended, Lainie's membership was reinstated, and she resumed participation at NCHA events in the open class. Lainie applied for reinstatement of her non-professional status in October 2005; in her application, she stated that her amateur status had been suspended and revoked and that her non-professional status had been suspended in November 2004. The NCHA denied her application due to ineligibility. In a letter dated March 2, 2006, Lainie's new attorney, James Walker, requested reconsideration of Lainie's application for non-professional status and an appeal to the NCHA executive committee in the event that her application was denied a second time. The letter did not mention any oral agreement for automatic reinstatement of her non-professional status.

The application was denied, and on August 21, 2006, the NCHA held a hearing to consider Lainie's appeal. Lainie appeared with her attorney, Walker. After the hearing, the executive committee denied Lainie's application for non-professional status and suspended her NCHA membership for one year.

B. The Underlying Procedural Posture

In October 2006, Lainie filed suit against the NCHA asserting claims for, among other things, declaratory judgment, breach of the oral settlement agreement, false imprisonment, and intentional infliction of emotional distress;2 she also sought attorney's fees under chapter 37 of the Texas Civil Practice and Remedies Code3 for her declaratory judgment claim and under chapter 384 for her breach of contract claim. Ray joined the suit as a plaintiff after the NCHA terminated his membership; he brought claims against the NCHA for declaratory judgment, violations of his right to due process, and breach of fiduciary duty. The NCHA filed a counterclaim for declaratory judgment; it also requested attorney's fees under chapter 38 of the Texas Civil Practice and Remedies Code and pursuant to the NCHA's rules.

The trial court granted summary judgment in favor of the NCHA on all of Lainie's claims except false imprisonment and intentional infliction of emotional distress. The trial court severed Lainie's two remaining claims, all of Ray's claims, and the NCHA's counterclaim.

Lainie appealed the summary judgment in favor of the NCHA to this court. See Whitmire v. Nat'l Cutting Horse Ass'n, No. 02-08-00176-CV, 2009 WL 2196126 (Tex. App.—Fort Worth 2009, pet. denied) (mem. op.). We upheld the trial court's summary judgment in favor of the NCHA on all of Lainie's claims— including her declaratory judgment action—except her claim for breach of the oral settlement agreement, and we remanded that claim to the trial court. See id. at *11. On remand, the trial court consolidated Lainie's breach of oral contract claim with the previously-severed and abated claims. The trial court then granted summary judgment for the NCHA on Ray's claims.5 The trial court also granted summary judgment for the Whitmires on the NCHA's counterclaim for declaratory judgment and attorney's fees.

The NCHA and Lainie then entered into a written agreement that "all attorneys' fees issues [would] be submitted post-verdict" to the trial court.

Lainie's claims for breach of oral contract and false imprisonment proceeded to trial.6 After a two-week trial, the jury returned a verdict in favor of Lainie on both of her claims. The jury specifically found that the NCHA andLainie had an agreement to reinstate her non-professional status at the end of her six-month membership suspension and that the NCHA failed to comply with that agreement; the jury awarded Lainie $70,000 in damages. The jury also found that the NCHA had falsely imprisoned Lainie and awarded zero dollars in damages for that claim.

Lainie requested that the trial court enter judgment in accordance with the jury's verdict and also requested attorney's fees for prevailing on her breach of contract claim; she submitted Walker's affidavit as evidence of her attorney's fees. The NCHA filed a motion for JNOV and alternative motion for new trial on Lainie's breach of contract claim. It requested that the trial court disregard the jury's findings on jury questions 1-4 (the breach of oral agreement and false imprisonment questions) and enter a take-nothing judgment on all of the Whitmires' claims; the NCHA also requested attorney's fees, attaching as evidence its attorneys' affidavits. The NCHA alternatively moved for a new trial based on the evidentiary issues that form the basis of its cross-appeal.

The trial court granted the NCHA's motion for JNOV, signing a final judgment that Lainie take nothing on her breach of oral agreement and false imprisonment claims and awarding her no attorney's fees. The final judgment also ordered that the NCHA recover $302,000 in attorney's fees from Lainie for defending her declaratory judgment claim and recover $45,000 in attorney's fees from Ray for defending his declaratory judgment claim. The Whitmires timely filed notice of appeal, and the NCHA timely filed notice of cross-appeal.

III. JNOV ON BREACH OF ORAL AGREEMENT

In part of her first issue, Lainie argues that the trial court erred by disregarding the jury's verdict on her breach of oral agreement claim and bygranting JNOV for the NCHA because she presented substantial evidence to support the jury's findings that she and the NCHA had an agreement to reinstate her non-professional status at the end of her six-month membership suspension and that she suffered $70,000 in damages as a result of the NCHA's breach.

A. Standard of Review

A trial court may disregard a jury verdict and render JNOV if no evidence supports the jury findings on issues necessary to liability or if a directed verdict would have been proper. See Tex. R. Civ. P. 301; Tiller v. McLure, 121 S.W.3d 709, 713 (Tex. 2003); Fort Bend Cnty. Drainage Dist. v. Sbrusch, 818 S.W.2d 392, 394 (Tex. 1991). A directed verdict is proper only under limited circumstances: (1) when the evidence conclusively establishes the right of the movant to judgment or negates the right of the opponent; or (2) when the evidence is insufficient to raise a material fact issue. Prudential Ins. Co. of Am. v. Fin. Review Servs., Inc., 29 S.W.3d 74, 77 (Tex. 2000); Playoff Corp. v. Blackwell, 300 S.W.3d 451, 454 (Tex. App.—Fort Worth 2009, pet. denied) (op. on reh'g).

To determine whether the trial court erred by rendering a JNOV, we view the evidence in the light most favorable to the verdict under the well-settled standards that govern legal sufficiency review. See Ingram v. Deere, 288 S.W.3d 886, 893 (Tex. 2009); Wal-Mart Stores, Inc. v. Miller, 102 S.W.3d 706, 709 (Tex. 2003). We must credit evidence favoring the jury verdict if reasonable jurors could and disregard contrary evidence...

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