Carpenter (Texas) Realty Corp. v. Allen Center Co. 4

974 S.W.2d 808, 1998 Tex. App. LEXIS 3509, 1998 WL 305009
CourtCourt of Appeals of Texas
DecidedJune 11, 1998
DocketNo. 14-96-01207-CV
StatusPublished
Cited by1 cases

This text of 974 S.W.2d 808 (Carpenter (Texas) Realty Corp. v. Allen Center Co. 4) 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
Carpenter (Texas) Realty Corp. v. Allen Center Co. 4, 974 S.W.2d 808, 1998 Tex. App. LEXIS 3509, 1998 WL 305009 (Tex. Ct. App. 1998).

Opinions

OPINION

EDELMAN, Justice.

Carpenter (Texas) Realty Corporation (“Carpenter”) appeals a judgment entered in favor of Allen Center Co. # 4, Metropolitan Life Insurance Company, and Metropolitan Tower Realty Company, Inc. (collectively “MetLife”) on the grounds that: (1) the trial court erred by permitting MetLife to elicit parol testimony concerning the intent of an unambiguous agreement; and (2) the jury’s verdict was against the great weight and preponderance of the evidence. We affirm.

Background

In 1986, Enron entered into a lease with MetLife (the “MetLife lease”) for office space in Four Allen Center, a building Met-Life owned in downtown Houston. The lease contained a twenty-year base term and six five-year renewal options. MetLife and Carpenter also entered into a commission agreement (the “commission agreement”) whereby Carpenter would be paid a commission on the aggregate rentals over the twenty year base term of the MetLife lease and for each renewal, extension, or expansion of it. In the event of a sale of Four Allen Center, MetLife would remain liable to Carpenter for future commissions unless MetLife arranged for the [810]*810buyer to assume payment of those commissions.

Enron eventually occupied the entire Four Allen Center and agreed to buy it from Met-Life. However, to achieve “off balance sheet” financing, Enron structured the transaction so that a consortium of banks paid for the building, a trustee held title to it, and Enron leased the building from the trustee. In simultaneous transactions on September 27, 1991, the sale was closed for $281.5 million, Enron and MetLife terminated the Met-Life lease, and Enron entered into a three-year lease with the trustee.

MetLife agreed to pay Carpenter $5.75 million for the remaining commission on the base term of the MetLife Lease. However, Carpenter claimed that it was also entitled to commissions on rents for renewal periods, the value of which were reflected in the sale price of the building. MetLife neither paid nor arranged for anyone to assume liability of those commissions.

In 1992, Carpenter sued MetLife and Enron for breach of the commission agreement and tortious interference, respectively, asserting that they had arranged the sale of Four Allen Center as a sham to deprive Carpenter of commissions for future renewals or extensions. MetLife and Enron moved for and were granted summary judgment on Carpenter’s claims.

On appeal, this court affirmed the judgment in favor of Enron on the affirmative defense of justification1 but reversed and remanded the judgment for MetLife holding that: (a) a broker is entitled to his commission notwithstanding the failure of a condition precedent if the lessor gets the benefit of the tenant’s obligation to pay rent or if the lessor is responsible for the failure of the condition;2 (b) MetLife’s termination of the MetLife lease made the condition precedent of an exercise of the renewal options impossible; and (c) a fact issue remained whether MetLife received a benefit from the projected occupancy of Enron beyond the base term of the lease such that some of the renewal options in the MetLife lease had been constructively exercised. See Carpenter (Texas) Realty Corp. v. Metropolitan Life Ins. Co., No. 14-92-01287-CV, 1993 WL 312079, at *3 (Tex.App.—Houston [14 th Dist.], August 19, 1993, writ denied).

At trial on remand, the following liability question was submitted to the jury:

Did MetLife receive a present benefit from Enron’s projected occupancy of Four Allen Center beyond the base term of the MetLife/Enron Lease in the form of an elevated sales price for Four Allen Center?
You are instructed that the termination of the Lease did not extinguish Carpenter’s rights under the Commission Agreement.
You are instructed that there need not be an actual exercise of lease renewal options by Enron in order to find that Met-Life failed to comply with the Commission Agreement. Rather, if MetLife received a benefit in the form of an elevated sales price for the projected occupancy of Enron beyond the base term of the Lease, the law will deem the renewal options constructively exercised. The fact that the benefit MetLife received was in the form of an elevated sales price rather than as payment of rent is not significant.

The jury answered “no” to this question, and a take nothing judgment was entered on Carpenter’s claims against MetLife.

Intent Evidence

Carpenter’s first point of error argues that the trial court erred in repeatedly permitting MetLife’s counsel, over objection, to elicit testimony concerning the intent of the commission agreement because that agreement was not ambiguous and had already been construed by this court.

The admission or exclusion of evidence is reviewed for abuse of discretion. See City of Brownsville v. Alvarado, 897 S.W.2d 750, 753 (Tex.1995). No judgment may be reversed and remanded unless the error complained of was reasonably calculated to cause and prob[811]*811ably did cause rendition of an improper judgment or prevented appellant from making a proper presentation of the case to the appellate court. See Tex. R. App. P. 81(b) (current version at Tex. R. App. P. 44.1).3 A successful challenge to an evidentiary ruling usually requires the appellant to show that the judgment turns on the particular evidence admitted or excluded. See City of Brownsville, 897 S.W.2d at 753-54.

When a written agreement is unambiguous, parol evidence is inadmissible to vary, add to, or contradict its terms. See Stauffer v. Henderson, 801 S.W.2d 858, 863 (Tex.1990); Hubacek v. Ennis State Bank, 159 Tex. 166, 317 S.W.2d 30, 31 (1958). Only after a contract is found to be ambiguous may parol evidence be admitted for the purpose of ascertaining the intentions of the parties expressed in the contract. See Friendswood Development Co. v. McDade + Co., 926 S.W.2d 280, 283 (Tex.1996).

In this case, during MetLife’s cross-examination of Mary Wyatt, a lead negotiator for Enron on the purchase of Four Allen Center, the following exchange occurred:

Q. Did you ever hear before this deal closed [that] Mr. Carpenter was claiming $9.8 million?
A. I did not know what the number was.
Q. When you started out at 270 and the price finally got to 280, that’s a ten-million-dollar difference, isn’t it?
A Yes.
Q. Did you in your wildest dreams think that Mr. Carpenter would want to get 98 percent of it as a commission?
MR. GIBBS: I’m going to object_ This Court has already made pretrial orders as to what the meaning of the contract is and that question is an attempt to vary the contract.
THE COURT: Objection will be overruled.
Q. Did you in your wildest dream think Mr.

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974 S.W.2d 808, 1998 Tex. App. LEXIS 3509, 1998 WL 305009, Counsel Stack Legal Research, https://law.counselstack.com/opinion/carpenter-texas-realty-corp-v-allen-center-co-4-texapp-1998.