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Freeman v. Willis

Court of Appeals of Texas, Second District, Fort Worth

May 3, 2018

ERIC FREEMAN AND ERIC FREEMAN & COMPANIES, INC. APPELLANTS
v.
CHARLES WILLIS APPELLEE

          FROM THE 442ND DISTRICT COURT OF DENTON COUNTY TRIAL COURT NO. 15-05860-442

          PANEL: WALKER, MEIER, and KERR, JJ.

          MEMORANDUM OPINION [1]

          BILL MEIER, JUSTICE

         I. Introduction

         Appellants Eric Freeman and Eric Freeman & Companies, Inc. appeal from a final judgment following a bench trial in favor of Appellee Charles Willis in this contract dispute stemming from the parties' efforts to sell Willis's exotic car and to buy him a new one. Appellants' three issues challenge Freeman's personal liability under the judgment and the trial court's contractual-liability and attorney's-fees findings and conclusions. We will affirm as modified.

         II. Background

         Willis is a board-certified anesthesiologist who specializes in pain management. Freeman buys and sells used cars through a corporation, Eric Freeman and Companies, Inc., which does business as Trendsetter Motors. Willis and Freeman had done business several years before the events that are the subject of this appeal.

         Sometime between March and May 2014, Willis contacted Freeman about selling his 2004 Lamborghini Gallardo on consignment. When Willis asked Freeman what kind of commission he would charge, Freeman responded that he would add the commission on top of the vehicle's sale price, meaning that the commission would not be taken from the funds that Willis obtained from the vehicle's sale. Willis delivered the vehicle and its title to Freeman sometime around mid-May.

         Willis had originally wanted $110, 000 for the 2004 Lamborghini, but he later agreed with Freeman to sell it for $85, 000. Willis intended to apply the funds that he received from the sale towards the purchase of a new exotic car. To cover Freeman's commission for his role in acquiring the new vehicle, Willis and Freeman had an arrangement whereby money would flow to Freeman if Willis wrote prescriptions to be filled at a compound pharmacy designated by Ryan Hunt, an acquaintance of Freeman's who markets and sells medical supplies.[2]

         In mid-June 2014, the 2004 Lamborghini was transferred to Freeman's company and used as collateral for a loan that Freeman's floor-plan lender financed in the amount of $61, 400. Willis claims that he never agreed to a $61, 400 trade-in sale, and he denied that the signature on the assignment of title was his, but around the same time, he wrote a check to Freeman's company in the amount of $111, 497 to be used towards the purchase of a new vehicle. Freeman's company sold the 2004 Lamborghini several months later for approximately $85, 000. Freeman retained the difference between the sale price and the $61, 400 collateral figure.

         Willis eventually decided to purchase a 2012 Lamborghini Gallardo Spyder that was located in New York for $169, 000. Freeman had sufficient funds on hand to cover the purchase price ($61, 400 $111, 497 = $172, 897), but he instead financed the August 18, 2014 purchase through his floor-plan lender, affording him a seven-to-fourteen-day window to return the vehicle. Freeman's company issued temporary license plates and delivered the 2012 Lamborghini to Willis on August 23, 2014, but Freeman neither delivered the vehicle's title to Willis nor immediately repaid his lender because, according to Freeman, the "deal wasn't done."

         Freeman was alluding to the fact that his prescription-writing commission agreement with Willis had not worked as he thought it would. Willis wrote prescriptions for Hunt's pharmacies until Hunt ended the arrangement when Willis refused to use a particular medical device, but Freeman never received any monies from Hunt. When it became clear that he would not receive his commission-after the 2012 Lamborghini had been purchased-Freeman demanded that Willis pay him a 20% commission on both the sale of the 2004 Lamborghini and the purchase of the 2012 Lamborghini. Willis declined and asked Freeman to transfer the 2012 Lamborghini's title to him, but Freeman refused to do so until he was paid his commissions.[3]

         Willis sued Appellants for breach of contract, fraud, conversion, and attorney's fees. He alleged in part that Appellants had breached their agreements to sell the 2004 Lamborghini and to buy the 2012 Lamborghini by, respectively, selling the 2004 Lamborghini for approximately $60, 000 instead of $85, 000 and by demanding an additional $20, 999 in exchange for the 2012 Lamborghini's title. Appellants answered and filed counterclaims against Willis for breach of contract and for attorney's fees, averring that Willis had agreed, but had failed, to pay Freeman a 20% commission on both the sale of the 2004 Lamborghini and the purchase of the 2012 Lamborghini.[4] Following a bench trial, the trial court signed a final judgment in favor of Willis and against Appellants jointly and severally, awarding Willis offset damages in the amount of $8, 507 and attorney's fees in the amount of $22, 148 and ordering Appellants to deliver the 2012 Lamborghini's title to him. The trial court issued findings of fact and conclusions of law.

         III. Freeman's Individual Liability

         In their first issue, Appellants argue that the trial court erred by imposing personal liability upon Freeman for the damages and attorney's fees that were awarded to Willis because there is no evidence, or insufficient evidence, that Freeman was a party, individually, to the oral agreements involving the 2004 and 2012 Lamborghinis. Disagreeing, Willis directs us to evidence that he contends shows that Freeman pledged his personal responsibility for the agreements, contractually obligating him to uphold the bargains.[5]

         A. Standard of review

         A trial court's findings of fact have the same force and dignity as a jury's answers to jury questions and are reviewable for legal and factual sufficiency of the evidence to support them by the same standards. Catalina v. Blasdel, 881 S.W.2d 295, 297 (Tex. 1994); Anderson v. City of Seven Points, 806 S.W.2d 791, 794 (Tex. ...


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