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Vertex Services, LLC v. Oceanwide Houston, Inc.

Court of Appeals of Texas, First District

August 13, 2019

VERTEX SERVICES, LLC, Appellant
v.
OCEANWIDE HOUSTON, INC., OCEANWIDE TEXAS, INC., AND OCEANWIDE AMERICA, INC., Appellees

          On Appeal from the 55th District Court Harris County, Texas Trial Court Case No. 2016-30943A

          Panel consists of Justices Keyes, Kelly, and Goodman.

          OPINION

          Peter Kelly, Justice.

         In four issues, [1] 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.

         We affirm.

         Background

         Vertex 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), [2] 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.

         Vertex 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)[3] 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.

         On 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 same."

         On 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 stating:

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.

         On 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."

         In "February 2016," Sea Cross terminated the Vertex-Sea Cross contract.

         On 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.

         In the 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 [Oceanwide].
. . . .
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.

         On 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.

         That 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).

         On 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 unlikely."

         On 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 season."

         Vertex 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.

         Oceanwide 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 ...


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