Searching over 5,500,000 cases.


searching
Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.

Ramji v. 6100 Clarkson, L.P.

Court of Appeals of Texas, First District

June 13, 2019

SAAHIR RAMJI AND BEACON BUILDERS INVESTMENT GROUP, INC., Appellants
v.
6100 CLARKSON, L.P., MATT STASSI, HERBERT B. RICHARDSON, MELVIN GRANT, MELVINE GUILFORD GRANT, AND REGINA PETERSON, EXECUTOR OF THE REGINA GRANT PETERSON TRUST, Appellees

          On Appeal from the 295th District Court Harris County, Texas Trial Court Case No. 2014-50460

          Panel consists of Chief Justice Radack and Justices Goodman and Countiss.

          MEMORANDUM OPINION

          SHERRY RADACK CHIEF JUSTICE

         After being found liable by a jury for tortiously interfering with real estate contracts by cutting out the "middleman" in a "pass-through" sale or "flip," making negligent misrepresentations to the sellers regarding the transactions, and then failing to comply with the resulting contract with the seller, appellants, Saahir Ramji and Beacon Builders Investment Group, Inc. (hereafter, "Ramji) bring this appeal raising five issues: (1) legal and factual sufficiency to support the tortious interference findings; (2) legal and factual sufficiency to support the breach-of-contract findings; (3) legal and factual sufficiency to support the negligent misrepresentation findings; (4) legal and factual sufficiency to support the jury's negative finding on an affirmative defense; and (5) trial court error in applying settlement credits. We affirm.

         BACKGROUND

         In 2012, Matt Stassi located residential property on Clarkson Lane in Houston that he was interested in buying. The property was four separate tracts: 0 Clarkson Lane, owned by Melvin Grant; 6100 Clarkson Lane, owned by Lucretia Grant; 6102 Clarkson Lane, owned jointly by Melvin Grant and his sister, Melvina; and 6104 Clarkson Lane, owned by the Regina G. Peterson trust. Melvin Grant began negotiating with Stassi on behalf of his relatives. Though Stassi originally planned to develop the land himself, he, instead, decided to sell the property to another developer, Saahir Ramji, a real estate attorney and managing partner of Beacon Builders Investment Group, Inc., who owned the adjacent property. To that end, Stassi, along with his business partner, Herbert B. Richardson, formed a limited partnership, 6100 Clarkson, L.P., [1] to "flip" the property from the Grants to Ramji.

         Thus, the "pass-through" sale or "flip" consisted of two sets of transactions. The "A-B contracts" between the Grants and Stassi, for a collective price of $650, 000, were signed on June 10, 2014, and all but one was set to close on August 18, 2014.[2]

         The "B-C contracts" between 6100 Clarkson (as Stassi's assignee) and Ramji, were also signed on June 10, 2014, for a collective price of "904, 384.00, and were also set to close on August 18, 2014, at the same time as the "A-B contracts."

         Before the August 18th closing, the parties became aware of an issue with the title to the tract owned by Lucretia Grant; the property was in the name of her late husband and his estate had not been probated. The parties to the "A-B Contracts" agreed to extend the closing until August 29th.[3]

         On August 27, 2014, Leslie Kuhn, an escrow agent at Alamo Title Company, advised the parties that Alamo Title would not close any deals with 6100 Clarkson because Stassi had a pending IRS lien. She nonetheless advised them that they were welcome to seek another title company to close the deals. Both Grant and Ramji testified that Kuhn told them that the Grants were "out of contract," although Kuhn did not recall doing so. Kuhn denied giving Grant's telephone number to Ramji, though there was evidence that she texted Ramji's phone number to Grant.

         On that same day, August 27th, two days before the "A-B contracts" were set to close, Ramji called Grant to discuss the possibility of the Grants selling their property directly to Ramji, effectively cutting Stassi, the "middleman," out of the transactions. Grant testified that Ramji told him that Alamo Title "was not going to close our deal and the contracts were dead and we were free to sell to whoever we choose." Grant believed that he was under contract with Stassi until August 29th, but Ramji told him that he was not.

         On either August 29th or August 30th, Ramji and Grant met at a Chick-fil-A restaurant to discuss a direct sale between the Grants and Ramji.[4] Ramji came to the meeting with a copy of the "A-B contract" and offered to pay the Grants the same price. Grant asked for more, so Ramji and Grant renegotiated the price of the three lots that were then available so that the Grants would receive more than they would have gotten from Stassi and Ramji would pay less than he would have paid Stassi. Ramji also told Grant that he needed to send a letter to terminate the "A-B agreements," which Grant did on August 31, 2014.[5]

         The contracts negotiated between the Grants and Ramji (hereafter, "the Chick-fil-A contracts") are dated August 29, 2014. Heidi Andrews, of Old Republic Title, the escrow agent for the Chick-fil-A contracts, testified that she receipted the contracts on August 29, 2014. Andrews testified that "we receipt a contract on the date it comes in to our office."

         Unable to get in touch with either the Grants or Ramji about extending the closings beyond August 29th, Stassi filed a lis pendens on the properties. Ramji did not close the Chick-fil-A contracts with the Grants in light of the lis pendens.

         6100 Clarkson and the Grants filed suit against Ramji for tortious interference with the "A-B contracts."[6] The Grants also brought claims against Ramji for breaching the Chick-fil-A contracts and negligent misrepresentation. After a jury trial, the jury returned a verdict against Ramji in favor of 6100 Clarkson and the Grants. Specifically, 6100 Clarkson was awarded $254, 358 and the Grants were awarded $9, 289.54 on their claims that Ramji tortiously interfered with the "A-B contracts"[7] The jury also found that Ramji had breached the Chick-fil-A contracts with the Grants and awarded them $130, 500 cumulatively, plus attorney's fees and pre- and post-judgment interest. Though the jury also found in favor of the Grants on their negligent misrepresentation and tortious interference claims against Ramji, the Final Judgment does not include an award to the Grants based on these findings.

         This appeal followed.

         SUFFICIENCY OF THE EVIDENCE

         In issues one, three, and four, Ramji contends the evidence is legally and factually insufficient to support the jury's findings regarding his (1) tortious interference with the "A-B contracts" between the Grants and Stassi, (2) breach of the Chick-fil-A contracts between the Grants and Ramji, and (3) negligent misrepresentations to the Grants. We address each issue respectively.

         Standard of Review

         When, as here, an appellant attacks the legal sufficiency of an adverse finding on an issue on which he did not have the burden of proof, he must demonstrate that no evidence supports the finding. Examination Mgmt. Servs., Inc. v. Kersh Risk Mgmt., Inc., 367 S.W.3d 835, 839 (Tex. App.-Dallas 2012, no pet.). We will sustain a legal sufficiency or "no-evidence" challenge if the record shows any one of the following: (1) a complete absence of evidence of a vital fact, (2) rules of law or evidence bar the court from giving weight to the only evidence offered to prove a vital fact, (3) the evidence offered to prove a vital fact is no more than a scintilla, or (4) the evidence establishes conclusively the opposite of the vital fact. City of Keller v. Wilson, 168 S.W.3d 802, 810 (Tex. 2005). In conducting a legal-sufficiency review, we consider the evidence in the light most favorable to the verdict and indulge every reasonable inference that supports it. Id. at 822. The term "inference" means,

[i]n the law of evidence, a truth or proposition drawn from another which is supposed or admitted to be true. A process of reasoning by which a fact or proposition sought to be established is deduced as a logical consequence from other facts, or a state of facts, already proved.

Marshall Field Stores, Inc. v. Gardiner, 859 S.W.2d 391, 400 (Tex. App.-Houston [1st Dist.] 1993, writ dism'd w.o.j.) (internal quotations omitted). "For a jury to infer a fact, it must be able to deduce that fact as a logical consequence from other proven facts." Id.

         If there is more than a scintilla of evidence to support the challenged finding, we must uphold it. Formosa Plastics Corp. USA v. Presidio Eng'rs & Contractors, Inc., 960 S.W.2d 41, 48 (Tex. 1998). "[W]hen the evidence offered to prove a vital fact is so weak as to do no more than create a mere surmise or suspicion of its existence, the evidence is no more than a scintilla and, in legal effect, is no evidence." Ford Motor Co. v. Ridgway, 135 S.W.3d 598, 601 (Tex. 2004) (internal quotations omitted). However, if the evidence at trial would enable reasonable and fair-minded people to differ in their conclusions, then jurors must be allowed to do so. City of Keller, 168 S.W.3d at 822. "A reviewing court cannot substitute its judgment for that of the trier-of-fact, so long as the evidence falls within th[e] zone of reasonable disagreement." Id.

         When an appellant attacks the factual sufficiency of an adverse finding on an issue on which he did not have the burden of proof, he must demonstrate that the adverse finding is so contrary to the overwhelming weight of the evidence as to be clearly wrong and manifestly unjust. Cain v. Bain, 709 S.W.2d 175, 176 (Tex. 1986). In conducting a factual-sufficiency review, we examine, consider, and weigh all the evidence that supports or contradicts the fact finder's determination. See Dow Chem. Co. v. Francis, 46 S.W.3d 237, 242 (Tex. 2001); Plas-Tex, Inc. v. U.S. Steel Corp., 772 S.W.2d 442, 445 (Tex. 1989). We note that the jury is the sole judge of the witnesses' credibility, and it may choose to believe one witness over another; a reviewing court may not impose its own opinion to the contrary. See Golden Eagle Archery, Inc. v. Jackson, 116 S.W.3d 757, 761 (Tex. 2003). When presented with conflicting testimony, the fact finder may believe one witness and disbelieve others, and it may resolve inconsistencies in the testimony of any witness. McGalliard v. Kuhlmann, 722 S.W.2d 694, 697 (Tex. 1986). We set aside the verdict only if the evidence is so weak or the finding is so against the great weight and preponderance of the evidence that it is clearly wrong or manifestly unjust. See Dow Chem. Co., 46 S.W.3d at 242; Pool v. Ford Motor Co., 715 S.W.2d 629, 635 (Tex. 1986).

         Tortious Interference

         In issue one, Ramji contends there is legally and factually insufficient evidence to support the tortious interference findings. Specifically, Ramji argues that the "A-B contracts" between the Grants and Stassi had expired. In support of his position, Ramji argues that "6100 Clarkson's only witness on the issue (Melvin Grant, the seller of the real estate) testified that he intentionally waited for the contract with 6100 Clarkson to expire before he negotiated with [Ramji] to sell the Grant Properties." Ramji's position is that the Chick-fil-A contracts were negotiated and signed on August 30, 2014, the day after the "A-B contracts" did not close, and, as such, the Grants were no longer "under contract" with 6100 Clarkson. Ramji contends that "no reasonable jury could find that the contracts between Melvin Grant and [Ramji] were executed on Friday, August 29, (when the contracts between Grant and Stassi were ostensibly still valid and enforceable)," thus "no reasonable trier of fact could award damages to either 6100 Clarkson or the Grants for tortious interference."

         Legal Sufficiency

         As previously noted, because Ramji attacks the legal sufficiency of an adverse finding on an issue on which he did not have the burden of proof, he must demonstrate that no evidence supports the finding. Examination Mgmt. Servs., 367 S.W.3d at 839. To determine whether a scintilla of evidence was presented, we consider the evidence in the light most favorable to the verdict. City of Keller, 168 S.W.3d at 822

         The parties to the "A-B contracts"-Stassi, Richardson, and the Grants-all agree that the contracts had been extended until August 29th. The record shows that Ramji was aware through a series of emails from Leslie Kuhn at Alamo Title that the "A-B contracts" between the Grants and Stassi had been extended until August 29th.

         Ramji himself testified, both at trial and in his prior deposition, that he met with Melvin Grant at the Chick-fil-A restaurant on August 29th. The contracts signed by Ramji and Grant at that meeting are dated August 29, 2014. Heidi Andrews, the escrow agent at Old Republic Title, testified that to "receipt" an earnest money contract "means that the contract is brought to you and you write down in a certain section of the contract that you've received the contract." When asked what Old Republic's policy was for dating receipted contracts, Andrews replied, "We receipt a contract on the date that it comes into our office." The Chick-fil-A contracts were "receipted" by Old Republic on August 29, 2014.

         This is more than a scintilla of evidence that the Chick-fil-A contracts were signed by Ramji and Grant on August 29, 2014, ...


Buy This Entire Record For $7.95

Download the entire decision to receive the complete text, official citation,
docket number, dissents and concurrences, and footnotes for this case.

Learn more about what you receive with purchase of this case.