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Lindsey Construction, Inc. v. Autonation Financial Services, LLC

Court of Appeals of Texas, Fourteenth District

December 7, 2017

LINDSEY CONSTRUCTION, INC., Appellant
v.
AUTONATION FINANCIAL SERVICES, LLC, AND AUTO COMPANY XI, INC. D/B/A AUTONATION CHRYSLER DODGE JEEP RAM SPRING, Appellees

         On Appeal from the County Civil Court at Law No. 4 Harris County, Texas, Trial Court Cause No. 1048826-101

          Panel consists of Chief Justice Frost and Justices Brown and Jewell.

          OPINION

          Kem Thompson Frost Chief Justice.

         A construction company that leases trucks for use in its business alleged that a company that buys and sells trucks breached an implied-in-fact contract by failing to purchase a truck that the construction company had been leasing from a car-rental company. The plaintiff filed suit asserting claims for breach of contract, violations of the Texas Deceptive Trade Practices Act, negligent misrepresentation, and tortious interference with an existing contract, and seeking declaratory relief. The trial court granted the defendants' motion for a no-evidence and traditional summary judgment. The plaintiff now challenges the judgment in this appeal. We affirm.

         I. Factual and Procedural Background

         Appellant/plaintiff Lindsey Construction, Inc. ("Lindsey Construction") was leasing three trucks from Enterprise Fleet Management, Inc. for use in Lindsey Construction's business. The engine of one of these trucks began making a loud clicking noise. Seeking an evaluation of this noise, Lindsey Construction brought the truck (the "Ram 7007") to the service department of appellees/defendants Auto Company XI, Inc. d/b/a AutoNation Chrysler Dodge Jeep Ram Spring and AutoNation Financial Services, LLC (collectively the "AutoNation Parties").[1]After Lindsey Construction dropped the Ram 7007 off, the AutoNation Parties informed Lindsey Construction that the Ram 7007 had a major internal failure and that the engine needed to be rebuilt or replaced. Curtis Lindsey, the President of Lindsey Construction told the AutoNation Parties that Lindsey did not want any repairs made to the Ram 7007 at that time and that he would pick up the truck as it was, with the engine disassembled.

         Lindsey claims that when he arrived to retrieve the Ram 7007, an AutoNation sales representative told him that Lindsey Construction should trade-in the Ram 7007 for "a newer model from AutoNation" and that "Enterprise should handle the financing because Enterprise could 'get [Lindsey Construction] a better deal.'" Although Lindsey had not intended to trade-in the Ram 7007, he decided to consider this possibility based on the AutoNation Parties' diagnosis of the engine. At the time, Lindsey Construction already was leasing two other trucks from Enterprise (the "Other Two Trucks"). According to Lindsey, the leases on the Other Two Trucks were about to expire, and Lindsey brought them to the AutoNation Parties to be appraised when the Ram 7007 was appraised.

         The AutoNation Parties completed an appraisal for each of the three trucks to determine their trade-in values. The AutoNation Parties presented Lindsey with a separate appraisal report for each truck. Each report stated an appraised value for the respective vehicle. The report for the Ram 7007 stated an appraised value of $13, 500, without any mention as to whether the value was based on the current condition of the Ram 7007's engine or whether the value was premised on the Ram 7007 having a rebuilt or replaced engine. In the reports the AutoNation Parties did not state that either of them would buy any of the trucks. The reports simply stated the appraised value of the vehicles.

         According to Lindsey, a representative of the AutoNation Parties "presented [Lindsey] with three separate appraisal reports, one for each vehicle, and stated that the appraised value specified in each [report] was the price at which [the AutoNation Parties] would purchase each vehicle." Lindsey claims that the AutoNation Parties never said that the Ram 7007's appraisal was based on the truck having a repaired engine or that the AutoNation Parties' purchase of the Ram 7007 would be contingent on the engine being repaired. Lindsey Construction alleges that the AutoNation Parties represented that they would buy each truck at the amount of the appraised value and that, in reliance upon these representations, Lindsey Construction decided to trade-in the three vehicles for newer models.

         Lindsey Construction then "traded-in" the Ram 7007 and the Other Two Trucks, thus terminating the leases of these three trucks from Enterprise. Lindsey Construction leased three new trucks from Enterprise, which bought the three new vehicles from the AutoNation Parties. Lindsey Construction picked up the three new leased trucks on or about November 22, 2013. The pricing of the new-truck leases was premised on the AutoNation Parties buying the Ram 7007 and the Other Two Trucks at the appraised values stated in the appraisal reports. Though the AutoNation Parties purchased the Other Two Trucks at the appraised values stated in the appraisal reports, the AutoNation Parties did not buy the Ram 7007 from Enterprise.

         Several months later Lindsey Construction received a letter from Enterprise stating that the AutoNation Parties had not purchased the Ram 7007 from Enterprise and that if the AutoNation Parties did not buy this truck, Lindsey Construction would have to pay more for the lease of the truck that replaced the Ram 7007. Despite Lindsey Construction's demand that the AutoNation Parties buy the Ram 7007 from Enterprise for $13, 500, the AutoNation Parties refused to do so.

         Lindsey Construction sued the AutoNation Parties, asserting claims for breach of contract, violations of the Deceptive Trade Practices Act, negligent misrepresentation, and tortious interference with an existing contract. The AutoNation Parties filed a summary-judgment motion seeking a summary judgment based on various traditional and no-evidence grounds. Lindsey Construction later amended its petition to seek declaratory relief and to add Enterprise as a defendant. The trial court granted the AutoNation Parties' summary-judgment motion, and later severed Lindsey Construction's claims against the AutoNation Parties to make the judgment final.

         II. Issues and Analysis

         On appeal, Lindsey Construction asserts that the trial court erred in granting summary judgment as to each challenged claim. Lindsey Construction argues that the trial court erred in granting summary judgment on the no-evidence grounds because an adequate time for discovery had not yet passed when the trial court granted summary judgment. Lindsey Construction also asserts that the trial court erred in granting summary judgment as to Lindsey Construction's requests for declaratory relief because the AutoNation Parties did not challenge these requests in any of their summary-judgment grounds.

         In a traditional motion for summary judgment, if the movant's motion and summary-judgment evidence facially establish its right to judgment as a matter of law, the burden shifts to the nonmovant to raise a genuine, material fact issue sufficient to defeat summary judgment. M.D. Anderson Hosp. & Tumor Inst. v. Willrich, 28 S.W.3d 22, 23 (Tex. 2000). In reviewing a no-evidence summary judgment, we ascertain whether the nonmovant pointed out summary-judgment evidence raising a genuine issue of fact as to the essential elements attacked in the no-evidence motion. Johnson v. Brewer & Pritchard, P.C., 73 S.W.3d 193, 206- 08 (Tex. 2002). In our de novo review of a trial court's summary judgment, we consider all the evidence in the light most favorable to the nonmovant, crediting evidence favorable to the nonmovant if reasonable jurors could, and disregarding contrary evidence unless reasonable jurors could not. Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 582 (Tex. 2006). The evidence raises a genuine issue of fact if reasonable and fair-minded jurors could differ in their conclusions in light of all of the summary-judgment evidence. Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d 754, 755 (Tex. 2007). When, as in this case, the order granting summary judgment does not specify the grounds upon which the trial court relied, we must affirm the summary judgment if any of the independent summary-judgment grounds is meritorious. FM Props. Operating Co. v. City of Austin, 22 S.W.3d 868, 872 (Tex. 2000).

         A. Did the trial court abuse its discretion by determining that there had been an adequate time for discovery?

         Lindsey Construction asserts the trial court erred in granting a no-evidence summary judgment because an adequate time for discovery had not passed when the trial court granted summary judgment. See Tex. R. Civ. P. 166a(i) ("After adequate time for discovery, a party without presenting summary judgment evidence may move for summary judgment on the ground that there is no evidence of one or more essential elements of a claim or defense on which an adverse party would have the burden of proof at trial"). On appeal, Lindsey Construction complains that it should have been afforded the opportunity to seek further discovery from Enterprise and that Lindsey Construction should have been allowed to complete its deposition of Joseph Simon, who was an "AutoNation sales representative" when Lindsey Construction brought the Ram 7007 in for diagnostic testing. When a party contends it has not had an adequate opportunity for discovery before a summary-judgment hearing or that there has not been adequate time for discovery under Texas Rule of Civil Procedure 166a(i), the party must file either an affidavit explaining the need for further discovery or a verified motion for continuance. See Tenneco, Inc. v. Enter. Prods., Co., 925 S.W.2d 640, 647 (Tex. 1996); Kaldis v. Aurora Loan Servs., 424 S.W.3d 729, 736 (Tex. App.-Houston [14th Dist.] 2014, no pet.).

         In Curtis Lindsey's summary-judgment affidavit, he asserted that Lindsey Construction had not had an adequate time for discovery and that Lindsey Construction had not been afforded the opportunity to take any depositions. After Lindsey Construction filed this summary-judgment affidavit, and before the trial court granted summary judgment on October 22, 2015, Lindsey Construction took three depositions and supplemented its summary-judgment response with deposition excerpts. Lindsey Construction did not file a verified motion for continuance, nor did it file an affidavit explaining that it needed to conduct further discovery on Enterprise or that ...


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