Appeal from the 157th District Court Harris County, Texas
Trial Court Case No. 2015-27233
consists of Justices Keyes, Bland, and Huddle.
Melissa Walters, Humble Bee Management, LLC, and Melifera
Partners, LLC placed the highest bid on a home at a
foreclosure sale auction and tendered payment by
cashier's checks and cash to Mike Ramos, the lienholder.
But, shortly thereafter, two problems with the transaction
arose: appellees discovered a second lien on the home, and
the banks to which Ramos tendered the cashier's checks
refused to honor them. After some wrangling, the appellees
deeded the property back to Ramos.
sued appellees over the failed transaction. Ramos's
claims were tried to the bench, which entered a take-nothing
judgment against Ramos, finding that appellees' deeding
of the property back to Ramos in exchange for a release of
claims constituted an accord and satisfaction.
appeal, Ramos (1) challenges the sufficiency of the evidence
supporting the trial court's finding of accord and
satisfaction, and (2) contends that the trial court erred in
admitting evidence of the home's title history and
underlying financing and testimony of appellees' counsel
regarding the parties' dispute.
Walters is a licensed real estate broker, owner, and managing
partner of appellee Melifera Partners, LLC, and owner of
appellee Humble Bee Management, LLC. On November 4, 2014,
appellees, through their agent, Andrew Moran, placed the
highest bid-$157, 500-on a home owned by Meadow Valley
Interest at a foreclosure sale auction. On behalf of
appellees, Moran tendered payment in the form of four
cashier's checks having a combined face value of $155,
000, plus $2, 500 in cash. Although the cashier's checks
initially were made payable to Melifera Partners, Moran
endorsed them to be payable to Ramos, the sole owner of
Meadow Valley Interest.
presented the cashier's checks to two banks, but both
refused to honor them because they were third party checks.
Acting on Ramos's behalf, the foreclosing trustee, Lee
Carroll, notified Walters that the checks were not honored
and demanded payment of the outstanding $155, 000.
counsel T. Deon Warner responded by letter, challenging the
validity of the foreclosure sale on the basis that the deed
of trust appeared to appellees to be fraudulent. Appellees
believed they were purchasing the first and only lien on the
home, when, in fact, Meadow Valley Interest had bought the
home from a prior owner subject to a lien, and then Meadow
Valley Interest obtained a second mortgage on the home by
obtaining a loan from Ramos. Although the loan documents bore
the date May 5, 2014, Ramos delayed recording evidence of the
second lien for months. Ramos then foreclosed on the property
just a few months after making the loan and initiated the
foreclosure sale. Because he suspected that the second lien
on the property could be fraudulent, Warner requested
additional information from Ramos and demanded that Ramos
take no further action with regard to the home.
trial, Warner testified that he was later contacted by Scott
R. Sommers, Ramos's counsel. According to Warner, Sommers
suggested that appellees deed the property back to Ramos to
resolve the dispute. Sommers then sent Warner an email
attaching a general warranty deed for the property. Warner
testified that he responded by first proposing a special
warranty deed, but, after Sommers rejected the idea, Warner
agreed that appellees would execute the general warranty
testified that he then returned the executed general warranty
deed to Sommers by email. Warner called Sommers, and Sommers
informed him that he was instructed to stop work on the file
while Ramos was out of town. Warner testified that he later
left Sommers a voicemail to notify him that appellees would
record the deed, and Walters then recorded it. In response,
Ramos recorded an affidavit of non-acceptance of the deed.
also testified at trial. According to Sommers, Ramos
originally retained him to recover the purchase price
appellees agreed to pay, but, after further discussion,
Sommers and Ramos instead agreed to try to recover the home
to settle the dispute. Sommers testified that he believed
there was an actual dispute that would be resolved by deeding
the property back to Ramos. Sommers also testified that he
told Warner to have appellees deed the property back to Ramos
to resolve the parties' dispute. Sommers testified that
Ramos authorized him to send appellees' counsel the
general warranty deed, and Warner returned an executed copy
of the deed to him by email. Later, Sommers told Warner that
Ramos instructed him to refrain from taking further action on
offered conflicting testimony at trial. Ramos testified that
he did not authorize Sommers to seek a return of the property
and did not agree to accept title to the property. He further
testified that he did not believe there was an actual dispute
between the parties. Rather, according to Ramos, Walters
fabricated a baseless fraud claim to avoid having to pay the
agreed-upon purchase price.
sued appellees, asserting claims of breach of contract and
warranty, conversion, violation of the Theft Liability Act,
promissory estoppel, and fraud. In response, appellees
asserted the affirmative defense of accord and satisfaction.
Following a bench trial, the trial court entered a
take-nothing judgment against Ramos. It later entered written
findings of fact and conclusions of law supporting its
determination that the parties had reached a valid accord and
satisfaction. Ramos appeals, challenging the sufficiency of
the evidence to support the trial court's finding of
accord and satisfaction and complaining of evidentiary error.
of the Evidence
third issue, Ramos challenges the sufficiency of the evidence
supporting the trial court's conclusion that there was a
valid accord and satisfaction. Ramos contends that (1) the
dispute underlying the alleged accord and satisfaction was
not bona fide; (2) there was no agreement or clear meeting of
the minds with respect to an accord and satisfaction; and (3)
there was no consideration or performance by appellees.