Williams v. Happy State Bank
| Decision Date | 17 May 2023 |
| Docket Number | 07-22-00080-CV |
| Parties | JAMIE LYNN WILLIAMS, ON BEHALF OF HERSELF AND ALL OTHERS SIMILARLY SITUATED, APPELLANT v. HAPPY STATE BANK, APPELLEE |
| Court | Texas Court of Appeals |
On Appeal from the 84th District Court Hutchinson County, Texas Trial Court No. 44794, Honorable Curt Brancheau, Presiding
Before QUINN, C.J., and PARKER and DOSS, JJ.
"Nothing is as easy as it looks."[1] The words of Texas Rule of Civil Procedure 91a seem easy in application. Not here, given its combination with a motion for summary judgment.
Jamie Lynn Williams initiated a class action suit against Happy State Bank for breached contract. The purported breach involved the ways Happy levied its $27 fee for items or debits made against accounts lacking sufficient funds. One such breach allegedly occurred when Happy assessed the fee upon the same "item" or check each time it was presented for payment by a merchant. According to Williams, the contract permitted only one assessment per the same check or item. Another breach purportedly occurred when Happy "charged [overdraft] Fees on . . . [debit] transactions that did not overdraw checking accounts" at the time the underlying transaction occurred. Allegedly Happy "sequestered" enough funds in the account to pay the item; so, there were funds available to pay the debit. That pretermitted Happy from levying an overdraft fee upon the item.
Happy joined issue, denied the allegations, and asserted a multitude of defenses. That was followed by its combined motion to dismiss under Rule 91a and for summary judgment. And, there began the deviation from Rule 91a's supposed ease in application. The trial court was asked, at the onset of the suit, to address two different motions having different standards of review. Williams responded to the motion, and the trial court convened a hearing. Upon entertaining argument from the parties, it granted the Rule 91a aspect of the motion, dismissed the suit with prejudice and awarded Happy its attorney's fees. Williams appealed. We affirm in part and reverse in part and remand the matter to the trial court for further proceedings.
Rule 91a permits the dismissal of a cause of action lacking basis in law or fact. Tex.R.Civ.P. 91a; Raider Ranch, LP v Lugano, Ltd., 579 S.W.3d 131, 134 (Tex. App.- Amarillo 2019, no pet.). A cause of action lacks basis in law when the allegations, taken as true, coupled with reasonable inferences therefrom do not entitle the claimant to the relief sought. Tex.R.Civ.P. 91a.1; Raider Ranch, LP, 579 S.W.3d at 134; accord, Bethel v. Quilling, 595 S.W.3d 651, 654 (Tex. 2020) ( the same). It lacks basis in fact if no reasonable person could believe the facts pleaded. Raider Ranch, LP, 579 S.W.3d at 134. Furthermore, the factual inquiry is limited to the allegations within the plaintiff's pleadings and exhibits attached to it. Bethel, 595 S.W.3d at 656; Owings v. Kelly, No. 07-20-00115-CV, 2020 Tex.App. LEXIS 8805, at *2-3 (Tex. App.-Amarillo Nov. 10, 2020, no pet.) (mem. op.). More can be considered when undertaking the legal inquiry, though. A defendant's pleadings may also be viewed, at times. Owings, 2020 Tex.App. LEXIS 8805, at *2-3. Such an opportunity arises when consideration of that pleading "'is necessary to make the legal determination of whether an affirmative defense is properly before the court.'" Id. (quoting Bethel, supra). Yet, that does not mean the factual allegations within the defensive pleading may be considered. Id. Rather, the focus remains on the allegations within the "pleading of the cause of action," e.g., petition, amended petition, supplemental petition, or the like. Id.; see Tex. R. Civ. P. 91a.6 (). In other words, if the defendant were to assert a matter in its pleading that purports to negate a cause of action (e.g., an affirmative defense) and the allegations in the plaintiff's live pleading (i.e., "pleading of the cause of action") prove the defendant's assertion, then dismissal may be appropriate under 91a. Owings, 2020 Tex.App. LEXIS 8805, at *2-3 (); Southwest Airlines Pilots Ass'n v. Boeing Co., No. 05-21-00598-CV, 2022 Tex.App. LEXIS 8186, at *10-11 (Tex. App.-Dallas Nov. 7, 2022, pet. filed) (mem. op.) ( the same). But, again, the court may not look at the factual allegations in or exhibits attached to the defensive pleading when deciding the viability of a claim. Southwest Airlines Pilots Ass'n, 2022 Tex.App. LEXIS 8186, at *12-13; Owings, 2020 Tex.App. LEXIS 8805, at *3; accord, Raider Ranch, LP, 579 S.W.3d at 134 (). Instead, it "'must decide the motion based solely on the pleading of the cause of action, together with any [permitted] pleading exhibits.'" In re Farmers Tex. Cty. Mut. Ins. Co., 621 S.W.3d 261, 266 (Tex. 2021) (emphasis added).
Finally, our review of the trial court's decision is de novo. City of Dallas v. Sanchez, 494 S.W.3d 722, 724-25 (Tex. 2016). In conducting it, we construe the pleading of the cause of action liberally in favor of the plaintiff, look to the pleader's intent, and accept as true the factual allegations therein. In re Facebook, Inc., 625 S.W.3d 80, 83 (Tex. 2021) (orig. proceeding); Stonewater Roofing, Ltd. Co. v. Tex. Dep't of Ins., 641 S.W.3d 794, 799 (Tex. App.-Amarillo 2022, pet. filed). And, unless the tenor of those pleadings and the applicable law is that Williams' recovery is "legally impossible," the suit survives Rule 91a attack. See In re Shire PLC, 633 S.W.3d 1, 23 (Tex. App.-Texarkana 2021, no pet.) ( that "to be entitled to dismissal under Rule 91a, a movant must establish that recovery is foreclosed, i.e., that it is legally impossible on the face of the pleadings for the plaintiff to recover on those claims").
The parties do not dispute the involvement of a contract. Their initial argument lies upon which provisions are susceptible to consideration. Happy appended the entire document to its answer and asks us to consider it. On the other hand, Williams requested us to consider only the allegations in her pleading and the contract excerpts attached to it. Our earlier discussion of controlling authority would normally lead us to side with Williams. Again, we "'must decide the motion based solely on the pleading of the cause of action, together with any [permitted] pleading exhibits.'" In re Farmers Tex. Cty. Mut. Ins. Co., 621 S.W.3d at 266. And, there is where the easy becomes hard.
Happy directs us to circumstances which it interprets as Williams' inviting the trial court to consider the entire contract, not simply the portions attached to her live pleading. For instance, she wrote the following in response to Happy's combined motion: "[w]hile Plaintiff reserves the right to perform further discovery on the statements of fact regarding these documents made by the Affiant as this case progresses, Plaintiff does not at this stage argue that the Court should not consider the additional contract documents proffered by Happy State." (Emphasis added). Applying the rule of double negatives to that sentence certainly opens the door to the trial court's considering Happy's "additional contract documents." Furthermore, we encounter like utterances by her counsel at the eventual hearing. There, counsel for Happy argued that his opponent "conceded that the 91a should go forward today" and both the summary judgment and Rule 91a motions were "really based on a matter of law." Counsel for Williams agreed. Then, the latter added: "the majority of what we're here to discuss today is one of law and one of contract interpretation, specifically . . . do the allegations in the complaint, when looking at the various contract documents, support a claim for breach of contract?" and "that can and should be decided today." (Emphasis added). She said nothing about limiting those "various contract documents" simply to the exhibits Williams appended to her pleading.
Did this mean she had no problem with the trial court also reviewing the complete contract Happy provided . . . maybe . . . maybe not.
And, things only became less clear once the trial court actually ruled on the combined motion and signed its initial "Final Summary Judgment." Both Happy and Williams moved for clarification of that and an ensuing decree. Through her post-judgment motion, Williams argued that evidence proffered by Happy could not be considered if the court acted under Rule 91a.[2] That suggests the trial court was restricted simply to perusing her pleadings and attachments thereto.
So which was it . . . consider the entire contract appended to Happy's answer or just the allegations and exhibits Williams attached to her pleading? Below, Williams' position on the matter lacked clarity, to say the least. And, it is this lack of clarity which prevents us from deviating from our view of Bethel and Farmers. The circumstances we confronted when playing with Rule 91a in Owings were much more certain. Plaintiff failed to object to the trial court's consideration of a prior judgment provided by the defendant. That led us to find waiver of the same contention we face here. See Owings, 2020 Tex.App. LEXIS 8805, at *5 n.1 (...
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