Atser, L.L.C., Atser Corporation, and Atser, L.P. v. John Risher

• Court: Court of Appeals of Texas
• Decided: November 24, 2004
• Docket: 14-03-01108-CV
• Status: Published

Opinion

Affirmed and Memorandum Opinion filed November 24, 2004

Affirmed and Memorandum Opinion filed November 24, 2004.

In The

Fourteenth Court of Appeals

____________

NO. 14-03-01108-CV

ATSER, L.L.C., ATSER CORPORATION, AND ATSER, L.P., Appellant

V.

JOHN RISHER, Appellee

On Appeal from the 157th District Court

Harris County, Texas

Trial Court Cause No. 00-17330

M E M O R A N D U M  O P I N I O N

Appellants, Atser, L.L.C., Atser Corporation, and Atser, L.P., bring this appeal from a jury verdict awarding appellee John Risher incentive compensation and attorneys= fees.  In four issues, appellants contend that the trial court erred by finding the employment contract between appellants and appellee to be ambiguous; by allowing the jury to decide a question of contractual obligation as a matter of fact; by imposing a contractual obligation on appellants that exceeded those allegedly laid out in the contract; and by awarding appellee=s attorneys an amount greater than what appellant claims would have been awarded under the fee arrangement between appellee and his attorneys.  Because all dispositive issues are clearly settled in law, we issue this memorandum opinion. See Tex. R. App. P. 47.4.  We affirm.

Background

In late 1998, appellee entered negotiations with appellants concerning his potential employment as appellants= Vice President of Construction Services.  Included in the negotiations were discussions regarding appellee=s incentive pay; that is, appellee would be paid a base salary and then would be able to earn additional compensation as a result of  his achieving certain goals.  Appellants were successful in hiring appellee away from his former employer; he began work for them in January of 1999. 

At the end of 1999, a dispute arose between appellants and appellee regarding the amount of his incentive compensation.  Due to the parties= failure to reach an agreement concerning the incentive compensation, appellants terminated appellee=s employment in January of 2000.  Appellants sued, claiming breach of contract and requesting, inter alia, the incentive compensation for 1999.  At trial, the jury found that appellants had failed to comply with the employment agreement, awarding appellee $80,256^[1] in damages and $29,302.40 in attorneys= fees.^[2]  Appellants then brought this appeal; at issue is whether the contract as written is ambiguous and whether the trial court awarded excessive attorneys= fees.

Contract Ambiguity

In three interrelated issues, appellants argue that the contract unambiguously capped incentive pay and that trial court erred in concluding that the contract was ambiguous.  Furthermore, appellants argue that since the contract was not ambiguous, the fact issue of whether appellants violated the agreement should not have been submitted to the jury, and the court therefore improperly awarded damages in excess of the $36,000 cap on incentive pay (i.e., appellee could receive no more than $36,000 from appellants).  We disagree.

We construe contracts according to the rules governing contract interpretation.  See J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 229 (Tex. 2003); Coker v. Coker, 650 S.W.2d 391, 393-94 (Tex. 1983).  Whether an ambiguity exists in a contract is a matter of law.  Tex. Farm Bureau Mutual Ins. Co. v. Sturrock, 146 S.W.3d 123, 126 (Tex. 2004).  A contract is ambiguous if it is susceptible to two or more reasonable interpretations.  Id.  If a contract is ambiguous, its interpretation is a fact question for the jury.  Coker, 650 S.W.2d at 394.

In this case, the agreement regarding appellee=s incentive pay, specifically, the section entitled AExceeding [Construction Manager] Division New Sales Contracts Goal in FY1999 and FY2000,@ gives rise to two different but reasonable interpretations.  At the top of the agreement, under the heading AI. Components of Pay 1999,@ is a chart, ATotal Targeted Compensation,@ that lists appellee=s ABase Salary@ as $90,000 and his ATarget Incentive@ as $36,000.  The chart also breaks down the percentage of the total each amount represents.