Court of Appeals of Texas, Seventh District, Amarillo
Appeal from the 251st District Court Potter County, Texas
Trial Court No. 101, 442-C, Honorable Ana Estevez, Presiding
QUINN, C.J., and CAMPBELL and HANCOCK,  JJ.
T. CAMPBELL JUSTICE.
Rick Lovelady Carpets, Inc. ("RLCI") sued appellee
G.R. Chapman Limited Partnership and George R. Chapman a/k/a
G.R. Chapman, alleging a false representation of material
fact by Chapman caused RLCI injury under various tort and
contract theories. Chapman sought and obtained summary
judgment against RLCI on the entire case. Finding on this
record the case was not capable of disposition by summary
judgment, we will reverse the judgment of the trial court and
remand the case for further proceedings consistent with this
summary judgment record presents starkly different versions
of telephone conversations between Rick Lovelady and George
Chapman, conversations that led to the parties' agreement
and eventually to the present suit. Because we here review a
summary judgment granted on Chapman's motion, we must
take as true all evidence favorable to the nonmovant,
Lovelady, and indulge every reasonable inference and resolve
any doubts in Lovelady's favor. Kachina Pipeline Co.
v. Lillis, 471 S.W.3d 445, 449 (Tex. 2015); State v.
Ninety Thousand Two Hundred Thirty-Five Dollars & No
Cents in U.S. Currency, 390 S.W.3d 289, 292 (Tex. 2013).
For our purpose, therefore, we accept Lovelady's version
of the telephone conversations.
deposition testimony describes the initial December 2007
conversation like this: "Mr. Chapman called me on the
phone one day and had mentioned to me that the lot next door
might be for sale and wanted to know if I would be interested
in being a partner with him on the deal." He continued,
"He called and asked me if I'd be interested in
being a partner over there on the lot next door to me.
purchase price was 400, 000, and we're going to split it
200 a piece, 50/50 partners."
to which Chapman was referring was a vacant lot fronting on
the Interstate 40 service road, adjacent to RLCI's
Amarillo carpet store. In an affidavit, Lovelady indicated
Chapman also referred to the $400, 000 price as "very
favorable." Lovelady asked for time to think about the
called Lovelady back about a week later and this time
Lovelady expressed interest in the proposal. When Chapman
again called Lovelady in January 2008, Lovelady's
evidence shows, "Chapman said that he had already
purchased the property for $400, 000, but he reiterated that
he would 'let me in for half of the property for $200,
000.'" Lovelady agreed to the proposal. According to
Lovelady he "decided to have [his] corporation [RLCI]
make the investment with Chapman."
and RLCI created a new entity, I-40 Development, LLC, to own
the lot. Each had a 50% interest in the company; Chapman had
primary responsibility for managing its financial affairs and
maintaining the books and records. For its interest, RLCI
contributed $200, 000 cash. Chapman contributed an undivided
half interest in the lot for its 50% interest; the LLC then
purchased the remaining undivided interest in the lot from
Chapman for RLCI's contributed $200, 000. The LLC was
formed, and its acquisition of the lot was consummated, in
an early 2013 conversation with Lovelady, George
Chapman's son Justin told Lovelady that he did not
believe his father paid $400, 000 for the lot. Lovelady
immediately confronted Chapman with this information. Chapman
vehemently denied the assertion and again represented the
purchase price was $400, 000. Lovelady asked to see, and
Chapman agreed to show him, the closing documents for his
documents were not provided and over the ensuing weeks
Lovelady made at least three requests of Chapman for the
documents. Each time Chapman represented that he paid $400,
000 for the lot and would provide the supporting
the documentation was not provided, Lovelady retained counsel
who contacted the entity that sold Chapman the lot. It
refused to disclose the sale information. Lovelady contacted
the title company that handled the closing, but it refused to
provide sale documentation without Chapman's approval.
March 2013, Chapman told Lovelady that Lovelady did not need
to see the closing documents. Lovelady filed suit in May
2013. Through third-party discovery, Lovelady's counsel
obtained copies of the title company's closing documents.
This record indicated Chapman bought the lot in December 2007
for $174, 319.
live petition, RLCI alleged claims against Chapman for
common-law and statutory fraud,  fraudulent inducement,
breach of fiduciary duty, breach of contract and unjust
enrichment and an action for an accounting. It requested
imposition of a constructive trust on the lot, an award of
compensatory and exemplary damages, and recovery of
attorney's fees. To suspend ...