BRUCE W. DANIELS, Appellant
ENRIQUE R. CORTEZ AND VENESSA CORTEZ, Appellees
Appeal from the 190th District Court Harris County, Texas
Trial Court Case No. 2017-39154
consists of Justices Lloyd, Kelly, and Hightower.
a suit for declaratory relief associated with an outstanding
note secured by real property. Enrique and Venessa Cortez
sued the holders of the note, Bruce and
Scholanda Daniels, seeking a determination of the
amount of principal and interest owed. The trial court
granted summary judgment in favor of the Cortezes and issued
the declaratory judgment they requested. On appeal, Bruce
Daniels challenges the trial court's grant of summary
judgment. We affirm.
August 2010, Bruce and Scholanda Daniels sold a home to
Enrique and Venessa Cortez. The purchase price was paid by
"wraparound" financing, where the Cortezes executed
a promissory note payable to the Danielses in the exact
amount of the existing first lien mortgage on the property
that they owed to a lender. The Cortezes paid the balance of
the purchase price in cash at the time of closing. At
closing, the Danielses executed and delivered a warranty deed
with vendor's lien to the Cortezes, and the Cortezes
executed and delivered a promissory note with the principal
payment in the amount of the mortgage, along with a deed of
trust securing its payment.
2017, the Cortezes contracted to sell the property to a third
party. They requested a payoff statement from the Danielses,
but the Danielses failed to provide one. After the Cortezes
were unable to close on the sale of the property, they sued
the Danielses seeking a declaratory judgment determining the
amount of principal and interest owed on their second lien
promissory note. Scholanda Daniels was served but did not
appear or answer, and the court issued a default judgment
against her. After hearing, the trial court granted summary
judgment in favor of the Cortezes. Bruce Daniels appeals.
presents one issue on appeal, that he "created genuine
issues of material fact on [his] affirmative defenses for
excuse and failure to satisfy conditions precedent." His
principal argument is that the contract for sale required the
Cortezes to seek his consent before selling the home. The
Cortezes respond that the trial court properly granted
summary judgment because whether they were required to seek
consent before selling the property has no bearing on a
determination of the payoff amount.
Standard of Review
judgments rendered by summary judgment are reviewed under the
same standards that govern summary judgments generally.
Hourani v. Katzen, 305 S.W.3d 239, 248 (Tex.
App.-Houston [1st Dist.] 2009, pet. denied). We review the
trial court's grant of a summary judgment de novo.
Ferguson v. Bldg. Materials Corp. of Am., 295 S.W.3d
642, 644 (Tex. 2009) (per curiam) (citing Tex. Mun. Power
Agency v. Pub. Util. Comm'n of Tex., 253 S.W.3d 184,
192 (Tex. 2007)).
summary judgment motion before us turns on questions of
contract interpretation. When a court is called upon to
interpret a contract, the court will give plain meaning to
the words used in the writing. See City of Pinehurst v.
Spooner Addition Water Co., 432 S.W.2d 515, 518-19 (Tex.
1968). When reviewing a contract, our goal is to determine
the parties' true intentions as expressed in the
instrument. See Coker v. Coker, 650 S.W.2d 391, 393
(Tex. 1983). We do not read any provision in isolation but
consider each provision with reference to the whole. See
id. In interpreting a contract, we give undefined words
their plain, ordinary, and generally accepted meanings absent
some indication of a different intent. U.S. Metals, Inc.
v. Liberty Mut. Grp., Inc., 490 S.W.3d 20, 23 (Tex.
2016). If the contract's language can be given a definite
legal meaning or interpretation, then it is not ambiguous,
and we will construe the contract as a matter of law. See
El Paso Field Servs., L.P. v. MasTec N. Am., Inc., 389
S.W.3d 802, 806 (Tex. 2012) (citing Italian Cowboy
Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d
323, 333 (Tex. 2011)). A contract is ambiguous if, after
applying the principles of contract construction, it is
subject to more than one reasonable interpretation. See
Plains Expl. & Prod. Co. v. Torch Energy Advisors
Inc., 473 S.W.3d 296, 305 (Tex. 2015).
the controversy can be resolved by proper construction of an
unambiguous document, rendition of summary judgment is
appropriate. See Lopez v. Munoz, Hockema &
Reed, L.L.P., 22 S.W.3d 857, 862 (Tex. 2000). "On
the other hand, if the contract is subject to two or more
reasonable interpretations after applying the pertinent rules
of construction, the contract is ambiguous, creating a fact
issue on the parties' intent." J.M. Davidson,
Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003) (citing
Columbia Gas Transmission Corp. v. New Ulm Gas,
Ltd., 940 S.W.2d 587, 589 (Tex. 1996)).