Court of Appeals of Texas, Thirteenth District, Corpus Christi-Edinburg
STANLEY D. BUJNOCH, LIFE ESTATE, ET AL., Appellants,
COPANO ENERGY, LLC, ET AL., Appellees.
appeal from the 2nd 25th District Court of Lavaca County,
Chief Justice Valdez and Justices Contreras and Benavides.
ROGELIO VALDEZ, CHIEF JUSTICE.
an appeal from a summary judgment granted in favor of
appellees Copano Energy, LLC, et al. (Copano). By two issues,
appellants Stanley D. Bujnoch, Life Estate, et al. (the
Bujnochs) contend that the trial court erred by granting
Copano's motion for summary judgment and dismissing their
claims against Copano for (1) breach of contract, and (2)
tortious interference. We affirm in part and reverse and
remand in part.
Bujnochs own property in Lavaca and Dewitt
counties. In 2011, the Bujnochs granted to
Copano a thirty-foot wide easement for the
construction, operation, and maintenance of a 24-inch
pipeline on their properties. The easements were signed by
the parties and recorded in the county records.
December 2012, Copano approached the Bujnochs about obtaining
a second easement to construct an additional 24-inch pipeline
on their properties. Marcus Schwartz, counsel for the
Bujnochs, negotiated the second easement with James Sanford
(James), Copano's Director of Right-of-Way Services.
James and Schwartz exchanged several emails concerning the
terms of the second easement.
December 7, 2012, James emailed Schwartz that "[Copano]
will be buying an additional 20 feet easement contiguous to
the first easement for a 2nd 24 inch gas line." James
typed his name below this message. In a previous e-mail that
day, James wrote that Copano "will be laying the line
generally on the [n]orth side of the existing 24 inch
line." James typed his name below that message too.
weeks later, Copano created a proposed plat using the plat
from the original easement. This plat, which is shown below,
reflects that the second easement will run adjacent to the
existing easement on the north side:
January 29, 2013, appellee Kinder Morgan Energy Partners, L.P
(Kinder Morgan) and Copano publically announced their
next day, on January 30, 2013, James emailed Schwartz
agreeing to pay Schwartz's "clients $70 per foot for
the second 24-inch line." James typed his name below
this message. Minutes later, Schwartz accepted Copano's
offer and requested that James provide advance notice to the
Bujnochs before surveying their properties.
February 12, 2013, James emailed Schwartz agreeing to pay one
of the appellants, Transportation Equipment, Inc., $88 per
foot for the second easement. James typed his name below this
message, and he included a signature block that detailed his
job title, address, and phone number.
February 13, 2013, Schwartz's legal secretary sent an
email to James, in which she requested that he approve a
formal amendment to the original easement. Schwartz's
legal secretary included the amendment as an attachment to
the email. The formal amendment modified the description of
the original easement, consistent with the parties' email
communication, by adding an additional 24-inch pipeline and
by widening the original easement an additional twenty feet,
for a total of two 24-inch pipelines running within a
fifty-foot easement. That same day, James replied to the
email stating "I am fine with these changes." James
typed his name below this message.
summary judgment record shows that, throughout February 2013,
a Copano representative named Thomas Goolsby mailed letters
to each of the Bujnochs on Copano stationary. Included in
each letter was a copy of the December 2012 plat shown above
and an offer to pay no more than $25 per foot for the second
easement. Each letter purported to enclose a "Pipeline
Easement Amendment, " which the Bujnochs were instructed
to sign and return to Goolsby if they wished to accept the
offer. The letter made no reference to the
agreement James and Schwartz made through their email
exchanges. None of the Bujnochs accepted Goolsby's offer.
March 2013, Kinder Morgan was in the process of finalizing
its merger acquisition of Copano. With this acquisition
approaching, Schwartz received an email from Brent Eubank,
another representative purporting to act on behalf of Copano.
Eubank wrote Schwartz that he was sending a "landowner
compensation proposal letter" on behalf of Copano that
would explain what Copano was willing to pay for the second
easement. The proposal letters offered $20 to $40 per foot
for the second easement.
forwarded Eubank's email to James with a message in all
caps stating "THIS IS NOT OUR DEAL WHAT IS GOING
ON?" to which James replied:
I know that this is not our deal. I believe that we have most
of the plats. I think that we can start closing easements no
later than the end of March (I want to be done by the end of
April). Our deal still stands. Copano does not want to go to
court with any of your clients. The letter went out to all of
the attorneys that represent landowners on the pipeline. I am
not sure why [Eubank] chose to send you . . . this letter.
They knew that we already had a deal for your clients. I am
sorry for the confusion. 
James's assurances, neither Copano nor Kinder Morgan
honored the agreement to purchase the second easement at the
prices that James initially offered and that the Bujnochs
Bujnochs sued Copano for breach of contract, alleging that
James bound the company to the agreement to purchase the
second easement at $70 per foot (or $88 per foot for
Transportation Equipment, Inc.), as evidenced by his email
exchanges with Schwartz and his approval of the formal
amendment to the original easement. The Bujnochs also sued
Kinder Morgan for tortiously interfering with this agreement
during its acquisition of Copano.
responded to the lawsuit by moving for summary judgment as to
the Bujnochs' breach-of-contract claim. Copano asserted
that the statute of frauds barred enforcement of any
agreement to purchase the second easement at the prices James
offered. Kinder Morgan responded to the lawsuit by moving for
summary judgment as to the Bujnochs'
tortious-interference claim. Kinder Morgan asserted that the
tortious interference claim had no merit because the statute
of frauds barred enforcement of the underlying contract.
trial court granted Copano and Kinder Morgan's motions
for summary judgment and dismissed the Bujnochs' claims
for breach of contract and tortious interference. The trial
court did not specify the basis for its summary judgment.
This appeal followed.
STATUTE OF FRAUDS
their first issue, the Bujnochs contend that the trial court
erred in dismissing their claim against Copano for breach of
contract under the statute of frauds.
A.Standard of ...