Appeal from the 55th District Court Harris County, Texas
Trial Court Case No. 2016-30943A
consists of Justices Keyes, Kelly, and Goodman.
issues,  appellant Vertex Services, LLC (Vertex)
challenges the trial court's rendition of no-evidence and
traditional summary judgment in favor of appellees Oceanwide
Houston, Inc., Oceanwide Texas, Inc., and Oceanwide America,
Inc. (collectively Oceanwide) on Vertex's claims of
tortious interference with contract, tortious interference
with prospective business relations, common-law
misappropriation, and civil conspiracy.
is in the business of providing offshore labor and staffing
to clients in the energy industry. After losing contracts
with its long-time foreign labor supplier, Sea Cross Marine
PTE (Sea Cross), and its client, oil and gas company TETRA
Applied Technologies, LLC (TETRA),  Vertex sued competitor
Oceanwide. According to Vertex, Oceanwide "poached"
the foreign workers that Vertex had "located and
groomed" for its contract with TETRA and then offered
them to TETRA, "forc[ing] Vertex out of the loop and
adversely effect[ing] its business." The dispute arises
out of the following events.
entered into a contract (Vertex-TETRA contract) to supply
both foreign and domestic contract labor to TETRA's
"Hedron" barge from January 1, 2014 until December
31, 2015. To meet its supply obligations, Vertex procured its
foreign labor through Sea Cross pursuant to a June 20, 2010
contract (Vertex-Sea Cross contract) which stated that Sea Cross
would provide laborers, who would remain Sea Cross employees,
to Vertex on an as-needed basis. Although the Vertex-Sea
Cross contract stated an end date of October 9, 2010, the
parties continued to operate under it past that date.
December 1, 2015, TETRA gave Vertex written notice that it
was not extending the Vertex-TETRA contract past the initial
term because it needed to find lower cost options as a result
of the downturn in the energy market. The notice stated that
TETRA would contact Vertex "as to how we can continue to
partner with Vertex for our offshore contractor labor
needs." On the same day, Melanie Fite, TETRA's
strategic sourcing manager of global supply chain and
procurement, emailed Jason Green, Vertex's vice president
and commercial contract contact, advising him that TETRA had
sent its notice not to extend the Vertex-TETRA contract and
stating that "we really need to talk about next year and
a way for TETRA to secure a reduction in the cost for the
December 15, 2015, Fite emailed Green asking him to confirm
that Vertex would be able "to submit a proposal by the
end of this week on next year's commercial terms,
including the discount on rates we spoke about." She
also forwarded Green a letter from TETRA's chief
operating officer to its suppliers asking for price
reductions to meet the effects of falling oil prices. On that
same day, Jimmy Ho, owner of Sea Cross, sent Vertex a letter
Our company has had an ongoing relationship with Vertex
Services for the past 6 years (DB1 and Hedron) and business
relationships with their owners since 2002. We are happy with
the agreement between the companies and prefer to work with
them on the Hedron. As we were approached by TETRA
Technologies (TOS) to switch to another U.S. company, it is
in our best interest to continue our relationship with Vertex
Services. With the assistance of Vertex Services, we believe
the crews provided to TETRA Technologies (TOS) are some of
the best in the world and have been on the Hedron since 2011.
We hope to continue the relationship with Vertex Services and
provide personnel through them to TETRA Technologies.
December 21, 2015, Green responded by email to Fite's
request for Vertex's bid to supply labor to the Hedron
for the 2016 season. He attached Vertex's proposal and
stated that it was "unprofessional" for TETRA
"to try to go behind our backs and cut us out."
"February 2016," Sea Cross terminated the
Vertex-Sea Cross contract.
February 2, 2016, TETRA invited Oceanwide to bid on supplying
its foreign labor, thus beginning the negotiations between
the two companies for the provision of foreign labor to work
offshore on the Hedron.
first four days of February 2016, John Ford, Oceanwide's
president, and Jimmy Ho, owner of Sea Cross, exchanged
numerous text messages, including the following:
Ford: Any news on who Tetra will utilize as your partner for
the foreign labor? Us?
Ho: My sincere apologies for not being able to give you any
feedback on Tetra before as everything is still on the
discussion stage. We had several meetings while in Houston
and emails and phone conversation with Tetra of how we should
go about, with our contract with them. They propose to us to
use GMC but we told them we prefer [Oceanwide]. Now, I need
to get an agreement from you as with GMC we are able to
maintain our rates with them and they mark up a percentage to
Tetra. If you are agreeable to a mark up between the safety
courses reimburseable by Tetra (they agree) then I can go
back to Tetra and tell them we want to go through
. . . .
Ford: We have run the numbers and if this is what [V]ertex
agreement was or similar we can see why there may have been
some issues with their finances.
. . . .
Ho: We have some issue with Vertex which we need to seriously
deal with before we can say yes or no to you.
Ford: Ok. If we can help let me know.
February 8, 2016, James Ireland, Vice-President of Oceanwide
America, Inc., emailed Ho asking, "Who is Sea
Cross?" Ho responded, "Sea Cross is one of our
company[ies]." Ho then provided information about its
services and made several statements about its previous
provision of labor to TETRA through a "local
agent," including advising that courses in rigging,
firewatch, and fall protection had been supervised "by
local agent and billed at cost [redacted]," and that
TETRA would require deck foremen and lead electricians.
same day, Ireland sent Fite an email entitled "Oceanwide
proposal to provide foreign labor to Tetra on board the
Hedron." Among other things, the email confirmed that
"TETRA will be provided with same members of the foreign
labor as was supplied by Sea Cross during 2015," and
relayed the information Ho had emailed to Ireland regarding
Sea Cross's previous provision of labor to TETRA
(discussing supervision and billing of certain courses and
requirements for certain categories of labor).
February 22, 2016, TETRA sent Vertex a letter rejecting the
bid it had submitted on December 21, 2015. The letter noted
that "as long as the issue of non-payment of Sea Cross
for labor supplied to the Hedron in 2015 continues, further
discussion of commercial terms for 2016 labor remains
March 4, 2016, TETRA and Oceanwide entered into a
labor-supply contract (TETRA-Oceanwide contract) that
required Oceanwide "to ensure that TETRA is provided the
same members of the foreign labor contingent supplied by Sea
Cross or its affiliates to the Hedron during the 2015
filed suit against Oceanwide for "stealing" the
labor force it "spent a considerable amount of money and
time" training to fulfill its obligations under the
Oceanwide-TETRA contract. Its petition alleged causes of
action against Oceanwide for (1) tortious interference with
the Vertex-Sea Cross contract, (2) tortious interference with
a prospective business relationship with Sea Cross, (3)
misappropriation of Vertex's "knowledge of the
industry, business practices, and trained employees,"
and (4) conspiracy to tortiously interfere with the
Vertex-Sea Cross contract.
filed a combined no-evidence and traditional summary-judgment
motion on all of Vertex's claims against it. The trial
court signed an order granting Oceanwide's motion. After
stating that "[t]he Motion is ...