Buford-Thompson Company, LLC D/B/A BTC v. Rankin Independent School District

CourtCourt of Appeals of Texas
DecidedNovember 6, 2024
Docket08-24-00040-CV
StatusPublished

This text of Buford-Thompson Company, LLC D/B/A BTC v. Rankin Independent School District (Buford-Thompson Company, LLC D/B/A BTC v. Rankin Independent School District) is published on Counsel Stack Legal Research, covering Court of Appeals of Texas primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Buford-Thompson Company, LLC D/B/A BTC v. Rankin Independent School District, (Tex. Ct. App. 2024).

Opinion

ACCEPTED 08-24-00040-CV EIGHTH COURT OF APPEALS 08-24-00040-CV EL PASO, TEXAS 11/4/2024 3:51 PM ELIZABETH G. FLORES CLERK

No. 08-24-00040-CV

IN THE EIGHTH COURT OF APPEALS RECEIVED IN EL PASO, TEXAS 8th COURT OF APPEALS EL PASO, TEXAS BUFORD-THOMPSON COMPANY, LLC D/B/A BTC, 11/4/2024 3:51:51 PM Appellant, ELIZABETH G. FLORES v. Clerk

RANKIN INDEPENDENT SCHOOL DISTRICT, Appellee. FILED IN 8th COURT On Appeal from the 112th Judicial District Court OF APPEALS EL PASO, TEXAS Upton County, Texas 11/6/2024 8:00:00 AM Trial Court No. 23-231-DCCV-05050 ELIZABETH G. FLORES Clerk

APPELLANT’S REPLY TO APPELLEE’S SUPPLEMENTAL BRIEF

ORAL ARGUMENT REQUESTED Mary H. Barkley State Bar No. 24050737 mbarkley@canteyhanger.com Maddie Royal State Bar No. 24143366 mroyal@canteyhanger.com CANTEY HANGER LLP Cantey Hanger Plaza 600 W. 6th Street, Suite 300 Fort Worth, Texas 76102 (817) 877-2800 (817) 877-2807 – Facsimile Stephanie Harrison State Bar No. 24035708 stephanie@harrisonsteck.com HARRISON STECK 505 Houston St., Suite 701 Fort Worth, Texas 76102 (817) 348-0400 Telephone (817) 348-0406 Facsimile ATTORNEYS FOR APPELLANT, BUFORD-THOMPSON COMPANY, LLC D/B/A BTC TABLE OF CONTENTS TABLE OF CONTENTS .................................................................................. i INTRODUCTION .......................................................................................... 1 ARGUMENT.................................................................................................. 1 PRAYER......................................................................................................... 4 CERTIFICATE OF COMPLIANCE ................................................................ 5 CERTIFICATE OF SERVICE ......................................................................... 6 APPENDIX .................................................................................................... 1

-i- INTRODUCTION The District, in its effort to fit this case into a line of cases supporting its immunity argument, cites a recent opinion from the Corpus Christi Court of Appeals. Edcouch-Elsa Indep. Sch. Dist. v. Comprehensive Training Ctr., LLC, No 13-23-00108-CV, 2024 WL 3708934 (Tex.App.—Corpus Christi— Edinburg Aug. 8, 2024, pet. filed). That case has been appealed to the next level, is in line with other cases cited by the District, and merely affirms the notion that a school district’s immunity is waived under Chapter 271 only when a contract is “properly executed.” Id. at *7. The Edcouch-Elsa ISD case is superfluous authority because it is based on a different set of facts and does not involve Chapter 176 of the Texas Local Government Code. Moreover, the holding in the Edcouch-Elsa ISD case does not change the existence of fact issues in this case—whether ((1) the District acted within its discretion when it voided the Contract after the Contract had terminated and it had been sued, (2) BTC complied with section 176.006 given its lack of knowledge of any violation, and (3) BTC complied with section 176.006 after notice. Here, unlike the supplemental case, there are fact issues precluding dismissal for lack of jurisdiction.

ARGUMENT The Edcouch-Elsa ISD case is factually distinguishable from this case. The dispute in Edcouch-Elsa ISD arose after the superintendent contracted with a grant-provider service and it sued the district after non-payment. Id. at *1. In moving to dismiss the suit, the district asserted that the contracts

APPELLANT’S REPLY TO APPELLEE’S SUPPLEMENTAL BRIEF PAGE 1 were not properly executed because the superintendent did not have authority to enter into contracts for the purchase of services that cost $25,000 or more without board approval. Id. The district argued that the grant-provider contracts at issue were over $25,000 each and there was no evidence the board had approved them. Id. The evidence was largely undisputed. The grant-provider argued, however, that the contracts at issue did not truly “cost” $25,000 because they were contingency-based on the amounts of grant revenue the district received. Id. The court of appeals rejected this argument based on its review of the relevant provisions of the Texas Education Code and that district’s internal policies. Id. at *3. Ultimately, the court of appeals held that in order “for immunity to be waived under Chapter 271, there must be a ‘written contract stating the essential terms of the agreement for providing goods or services to the local governmental entity.’” Id. Because the evidence established that “the [school] board was not aware of the contracts, did not consider the contracts, and did not approve of the contracts in violation of the Texas Education Code and the district’s local policy.” Id. at *5-6. Therefore, the superintendent had no authority to enter into those contracts, and, thus, the contracts were not “properly executed” for purposes of Chapter 271. Id. at *7. These types of facts are not present here. The District does not allege that the superintendent did not have authority to contract with BTC at the inception. In fact, there is no dispute that the District’s Board approved the Contract when it was entered. CR 15. Rather, the District argues that it is

APPELLANT’S REPLY TO APPELLEE’S SUPPLEMENTAL BRIEF PAGE 2 entitled to void its contract with BTC after it was partially performed and then terminated. There is a fact issue as to the efficacy of the District’s post- contract voidance. Section 176.006 of the Texas Local Government Code is directly incorporated into Section 176.013(e), the statute giving the District discretion to void the Contract. Section 176.013(e) provides:

The governing body of a local governmental entity may, at its discretion, declare a contract void if the governing body determines that a vendor failed to file a conflict of interest questionnaire required by Section 176.006.

Tex. Loc. Gov’t Code §176.013(e) (emphasis added). Section 176.006 requires a vendor to file a completed Conflict of Interest Questionnaire (“CIQ”) within seven days of when the vendor becomes aware that there is a business relationship or gifts which must be reported. Tex. Loc. Gov’t Code § 176.006 (a-1)(2) (emphasis added). BTC submitted a CIQ on December 2, 2022. Supp. CR 87. The CIQ was later updated when BTC became aware of a potential violation. CR 76, 412-414. BTC’s evidence established that it was not aware of any violation at the time of its Contract and it supplemented its disclosures almost immediately after notice from the District. CR 76, 412-414. Additionally, Section 176.006 states that “[t]he validity of a contract between a vendor and a local government entity is not affected solely because the vendor fails to comply with this section.” Tex. Loc. Gov’t Code § 176.006 (i) (emphasis added). This provision has been analyzed recently in a Texas Attorney General Opinion, which concluded that “chapter 176 does

APPELLANT’S REPLY TO APPELLEE’S SUPPLEMENTAL BRIEF PAGE 3 not prohibit a contract between a local government entity and a vendor when” a conflict issue exists. Tex. Atty. Gen. Op. No. KP-0428, 3 (Feb. 10, 2023) (attached as Appendix 1 to this Brief). Rather, Chapter 176 requires only that a local government office and the vendor file a specified disclosure form. Tex. Loc. Gov’t Code § 176.003. Unlike Edcouch-Elsa ISD, which could not cure the contract execution issue, absent board approval, BTC cured any violation, negating any voidability of the Contract. The District’s unilateral declaration that the BTC Contract was void—after it was already terminated—did not render the contract “not properly executed” as a matter of law for purposes of waiver of immunity under Chapter 271 of the Texas Civil Practice and Remedies Code. BTC raised fact questions related to the propriety of the District’s attempt to void the Contract, and those fact questions should be resolved in a trial on the merits.

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Related

§ 311.005
Texas GV § 311.005(2)
§ 573.024
Texas GV § 573.024(a)
§ 1.002
Texas LG § 1.002
§ 176.002
Texas LG § 176.002
§ 176.006
Texas LG § 176.006(a)(1)

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Bluebook (online)
Buford-Thompson Company, LLC D/B/A BTC v. Rankin Independent School District, Counsel Stack Legal Research, https://law.counselstack.com/opinion/buford-thompson-company-llc-dba-btc-v-rankin-independent-school-texapp-2024.