Court of Appeals of Texas, Third District, Austin
THE 353RD DISTRICT COURT OF TRAVIS COUNTY NO.
D-1-GN-18-001656, THE HONORABLE DON R. BURGESS, JUDGE
Chief Justice Rose, Justices Triana and Smith.
D. Triana, Justice.
Steve Rush appeals the district court's order granting
summary judgment in favor of Craig W. Johnson, Individually,
and Craig W. Johnson Enterprises, Inc. d/b/a Texas Hydraulics
and Pneumatics (collectively, Appellees). After Appellees
filed their amended motion for summary judgment, Rush filed
an amended petition abandoning his previously pleaded causes
of action and presenting a declaratory-judgment request that
he contends was not addressed in Appellees' motion. On
appeal, Rush contends that the district court erred by
granting greater relief than Appellees sought in their
amended motion for summary judgment. We will affirm the
district court's order.
and Johnson discussed the possibility of going into the
hydraulic-repair business together in the spring of 1999.
Their original discussion contemplated that Johnson would run
the business aspects of the operation and Rush would take
care of the day-to-day repair work and training and
supervision of service personnel for the business. Also in
early 1999, Rush and Johnson, along with Rush's wife Liz
Rush, Johnson's father Ronald "Pete" Johnson,
Johnson's mother Caroline Johnson, and Johnson's
brother Trey Johnson, attended a meeting at Johnson's
parents' home to discuss creation of the new business.
Pete and Caroline were to create the new entity and help run
the new business in the capacity of directors. Trey would
contribute financially by making purchases with his credit
card and would be employed by the new entity as the outside
salesman in the near future.
was offered a 20% stake in the new business in exchange for a
monetary contribution of $15, 000 and his agreements to run
the shop, be lead mechanic, and teach Johnson how to repair
hydraulic components. Craig, Pete, Caroline, and Trey would
hold the remaining 80% interest. However, because Rush did
not want his name used on anything and did not want any
liability if the new venture failed, he agreed to accept 20%
of the net profit realized from the sale of the business, if
and when it sold, in exchange for his $15, 000
began working for the new business, Caroline Johnson
Hydraulics, Inc. (CJH) when it began operations in the summer
of 1999. CJH did business under the assumed name of
"Texas Hydraulics & Pneumatics, Inc." (Texas
Hydraulics). Rush never declared to the Internal Revenue
Service any alleged ownership interest in Texas Hydraulics.
ownership changed over the years. Trey left CJH in 2003. In
2008, Pete and Caroline retired and sold their interest in
CJH to Craig Johnson. Also in 2008, Craig Johnson formed
Craig W. Johnson Enterprises, Inc. (Enterprises) and kept the
assumed name of Texas Hydraulics.
2007, Rush was still working for CJH, as reflected in his W-2
Wage and Tax Statement, identifying his employer as
"Caroline Johnson Hydraulics, Inc." Rush claimed
that he learned about Johnson's formation of Enterprises
"[w]hen the name showed up on my checks."
Rush's W-2 statements for 2012, 2014, 2015, 2016, and
2017 show that he was working for Enterprises, which is
identified as his employer for each of those years. On June
3, 2017, Rush was terminated from Enterprises.
lawsuit against Appellees
sued Appellees on April 4, 2018, alleging causes of action
for breach of contract, fraud in a stock transaction, and
promissory estoppel, and requesting a declaratory judgment
[t]o declare the Parties' ownership interest in Craig W.
Johnson Enterprises, Inc. d/b/a Texas Hydraulics and
Pneumatics and issue an order requiring Defendants to issue a
stock certificate to [Rush] consistent with the Court's
initially filed a general denial, followed by an amended
answer alleging the affirmative defenses of accord and
satisfaction, laches, payment, statute of limitations, and
mitigation. The amended answer included a verified denial
stating that "the agreements allegedly made by Rush were
with CJH," not "Craig W. Johnson and Craig W.
Johnson Enterprises d/b/a Texas Hydraulics and
Pneumatics" who were not proper parties to the suit. The
amended answer also pleaded a counterclaim for sanctions
against Rush for filing a frivolous lawsuit. See
Tex. Civ. Prac. & Rem. Code § 10.004(c);
Tex.R.Civ.P. 13. Along with their amended answer, Appellees
filed a motion for summary judgment on Rush's claims.
weeks later, on October 25, 2018, Appellees filed an amended
motion for summary judgment resulting in the order challenged
here. The amended motion contended, among other things, that
Rush's causes of action against Appellees were barred by
the applicable four-year statutes of limitations.
See Tex. Civ. Prac. & Rem. Code §§
16.004(a)(4) (four-year limitations period for fraud claims),
16.051 (four-year residual limitations period); Stine v.
Stewart, 80 S.W.3d 586, 592 (Tex. 2002) (stating that
four-year residual limitations period is applicable to breach
of contract claims); Prestige Ford Garland Ltd.
P'ship v. Morales, 336 S.W.3d 833, 836 (Tex.
App.-Dallas 2011, no pet.) (stating that four-year residual
limitations period is applicable to promissory estoppel
amends petition and responds to Appellees' amended
filed an amended petition on January 16, 2019, dropping all
of his previously pleaded causes of action-i.e., for breach
of contract, fraud in a stock transaction, and promissory
estoppel-and presenting a revised request for declaratory
judgment that no longer referenced Appellees ...