In The Court of Appeals Seventh District of Texas at Amarillo
No. 07-23-00281-CV
CRYSTAL SIGNS, INC. AND LANA HUFF A/K/A LANA LEWIS, APPELLANTS
V.
WELLS FARGO BANK, N.A., APPELLEE
On Appeal from the 131st District Court Bexar County, Texas Trial Court No. 2021CI19902, Honorable Monique Diaz, Presiding
July 30, 2024 MEMORANDUM OPINION Before QUINN, C.J., and DOSS and YARBROUGH, JJ.
Wells Fargo Bank, N.A. brought suit against Crystal Signs, Inc. and Lana Huff a/k/a
Lana Lewis (collectively referred to as “Crystal Signs”) to recover outstanding amounts
on a line of credit. The trial court granted summary judgment in favor of Wells Fargo and
against Crystal Signs. On appeal, Crystal Signs contends that the trial court erred in its
decision to grant summary judgment, arguing that there were genuine issues of material fact regarding: (1) the existence of a contract or guarantee, (2) performance of the
contract, and (3) a breach. We affirm.1
Background
In 2021, Wells Fargo filed a lawsuit against Crystal Signs, Inc. and Lana Huff, as
guarantor,2 for allegedly defaulting on a line of credit amounting to $58,187.33. Huff
responded with a general denial and special exceptions.
Wells Fargo filed a “motion for traditional” summary judgment, asserting that
Crystal Signs’ credit account number 1823 was in default and that Huff was personally
liable as guarantor. In support, Wells Fargo presented a business record affidavit from
Alma Felix, a loan workout specialist, along with documents evidencing Crystal Signs’
indebtedness and Huff’s personal guarantee.
The evidence shows that in 2005, Huff, acting as President of Crystal Signs, Inc.,
signed an agreement with Wells Fargo to open a Small Business Advantage Account with
account number 4229 and a line of credit amounting to $55,000. The document included
language stating that she “certifie[d] that [she] ha[d] read and agree[d] with the Terms
and Conditions on the reverse side, including the personal guaranty.”
Also in 2005, Huff signed an agreement titled “Wells Fargo Small Business
Advantage Line of Credit Terms and Conditions.” Huff accepted the terms and conditions
on behalf of Crystal Signs and also accepted the terms of the guaranty in her individual
1 Originally appealed to the Fourth Court of Appeals, this appeal was transferred to this Court by
the Texas Supreme Court pursuant to its docket equalization efforts. See TEX. GOV’T CODE ANN. § 73.001.
2 Victor C. Huff, Jr., was also named as a defendant and subsequently nonsuited without prejudice.
2 capacity. She further agreed that the use of any feature of the Wells Fargo Small
Business Advantage account or MasterCard would serve as evidence of her acceptance
of the terms.
Huff also signed a “Business Direct Credit Application—Agreement and Personal
Guarantee” as President of Crystal Signs and in her individual capacity. Therein, she
agreed that “[b]y signing below, I also, in my individual capacity[,] jointly and severally
unconditionally guarantee and promise to pay to the Bank all indebtedness of [Crystal
Signs] at any time arising under or relating to any credit requested through this application
. . . .” As guarantor, Huff waived rights to “presentment, demand, protest, notice of protest,
and notice of non-payment.” She also received a Wells Fargo Business Secured
MasterCard subject to these terms and conditions, indicating her agreement on behalf of
Crystal Signs to the bank’s Customer Agreement. Thereafter, Crystal Signs accessed
the small business advantage account.
In April 2012, Huff, as the owner and guarantor of Crystal Signs, signed an
authorization to convert the small business advantage line of credit to a BusinessLine line
of credit. This conversion resulted in the issuance of a new account number 1823.
Crystal Signs received a BusinessLine Mastercard, which replaced the previous card and
was subject to new terms and conditions. The authorization form also referenced the
2005 SBA application and her original line of credit ending in 4229 [the 2005 application
and the account number for the original line of credit]. Per the 2012 agreement and a
2020 agreement, the parties defined a default as occurring when “a payment is not made
when it is due.”
3 In its motion for summary judgment, Wells Fargo presented evidence of a past due
balance on the account in the amount of $58,187.53. In response, Crystal Signs argued
fact issues precluded a legal determination that a contract or guarantee was breached.
In addition to her legal arguments, Huff submitted an affidavit averring she was the owner
and operator of Crystal Signs responsible for “daily operation, administration, and
management of [the] business.” She also averred that she “did not sign or agree to be a
personal guarantor for Crystal Signs.”
In April 2023, the trial court granted summary judgment in Wells Fargo’s favor
awarding $58,187.53 in damages and $4,940.00 in attorney’s fees to be recovered from
Crystal Signs and Huff, jointly and severally. On appeal, Crystal Signs single issue is
multifarious, states a legal premise for relief followed by a general attack on the trial
court’s judgment with numerous arguments. See Fleming v. NASA Fed. Credit Union,
No. 04-21-00555-CV, 2023 Tex. App. LEXIS 287, at *3 n. 3 (Tex. App.—San Antonio Jan.
18, 2023, no pet.) (mem. op.). For convenience, we will address Crystal Sign’s numerous
arguments as issues (1) through (7).
Standard of Review
“We review summary judgments de novo, taking as true all evidence favorable to
the nonmovant, and indulging every reasonable inference and resolving any doubts in the
nonmovant’s favor.” Energen Res. Corp. v. Wallace, 642 S.W.3d 502, 509 (Tex. 2022)
(cleaned up). To prevail on a traditional motion for summary judgment, the movant must
prove there are no genuine issues of material fact and that it is entitled to judgment as a
matter of law. TEX. R. CIV. P. 166a(c); Lightning Oil Co. v. Anadarko E&P Onshore, LLC,
4 520 S.W.3d 39, 45 (Tex. 2017). “Once the movant produces evidence entitling it to
summary judgment, the burden shifts to the nonmovant to present evidence raising a
genuine issue of material fact.” Mann Frankfort Stein Lipp Advisors, Inc., v. Fielding, 289
S.W.3d 844, 848 (Tex. 2009).
To prevail in its breach of contract claim, Wells Fargo needed to conclusively
prove: (1) a valid, enforceable contract existed between the parties;3 (2) that Wells Fargo
performed on the contract; (3) that Crystal Signs breached the contract; and (4) that Wells
Fargo sustained damages as a result of the breach. See E-Learning LLC v. AT&T Corp.,
517 S.W.3d 849, 858 (Tex. App.—San Antonio 2017, no pet.). To prevail in its guaranty
claim against Huff, Wells Fargo was required to conclusively establish: (1) the guaranty
contract exists and is owned by Wells Fargo; (2) the terms of the underlying contract; (3)
conditions for liability occurring, and (4) Huff, as guarantor, failed or refused to perform
the promise. See Lee v. Martin Marietta Materials Southwest, Ltd., 141 S.W.3d 719, 720–
21 (Tex.
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In The Court of Appeals Seventh District of Texas at Amarillo
No. 07-23-00281-CV
CRYSTAL SIGNS, INC. AND LANA HUFF A/K/A LANA LEWIS, APPELLANTS
V.
WELLS FARGO BANK, N.A., APPELLEE
On Appeal from the 131st District Court Bexar County, Texas Trial Court No. 2021CI19902, Honorable Monique Diaz, Presiding
July 30, 2024 MEMORANDUM OPINION Before QUINN, C.J., and DOSS and YARBROUGH, JJ.
Wells Fargo Bank, N.A. brought suit against Crystal Signs, Inc. and Lana Huff a/k/a
Lana Lewis (collectively referred to as “Crystal Signs”) to recover outstanding amounts
on a line of credit. The trial court granted summary judgment in favor of Wells Fargo and
against Crystal Signs. On appeal, Crystal Signs contends that the trial court erred in its
decision to grant summary judgment, arguing that there were genuine issues of material fact regarding: (1) the existence of a contract or guarantee, (2) performance of the
contract, and (3) a breach. We affirm.1
Background
In 2021, Wells Fargo filed a lawsuit against Crystal Signs, Inc. and Lana Huff, as
guarantor,2 for allegedly defaulting on a line of credit amounting to $58,187.33. Huff
responded with a general denial and special exceptions.
Wells Fargo filed a “motion for traditional” summary judgment, asserting that
Crystal Signs’ credit account number 1823 was in default and that Huff was personally
liable as guarantor. In support, Wells Fargo presented a business record affidavit from
Alma Felix, a loan workout specialist, along with documents evidencing Crystal Signs’
indebtedness and Huff’s personal guarantee.
The evidence shows that in 2005, Huff, acting as President of Crystal Signs, Inc.,
signed an agreement with Wells Fargo to open a Small Business Advantage Account with
account number 4229 and a line of credit amounting to $55,000. The document included
language stating that she “certifie[d] that [she] ha[d] read and agree[d] with the Terms
and Conditions on the reverse side, including the personal guaranty.”
Also in 2005, Huff signed an agreement titled “Wells Fargo Small Business
Advantage Line of Credit Terms and Conditions.” Huff accepted the terms and conditions
on behalf of Crystal Signs and also accepted the terms of the guaranty in her individual
1 Originally appealed to the Fourth Court of Appeals, this appeal was transferred to this Court by
the Texas Supreme Court pursuant to its docket equalization efforts. See TEX. GOV’T CODE ANN. § 73.001.
2 Victor C. Huff, Jr., was also named as a defendant and subsequently nonsuited without prejudice.
2 capacity. She further agreed that the use of any feature of the Wells Fargo Small
Business Advantage account or MasterCard would serve as evidence of her acceptance
of the terms.
Huff also signed a “Business Direct Credit Application—Agreement and Personal
Guarantee” as President of Crystal Signs and in her individual capacity. Therein, she
agreed that “[b]y signing below, I also, in my individual capacity[,] jointly and severally
unconditionally guarantee and promise to pay to the Bank all indebtedness of [Crystal
Signs] at any time arising under or relating to any credit requested through this application
. . . .” As guarantor, Huff waived rights to “presentment, demand, protest, notice of protest,
and notice of non-payment.” She also received a Wells Fargo Business Secured
MasterCard subject to these terms and conditions, indicating her agreement on behalf of
Crystal Signs to the bank’s Customer Agreement. Thereafter, Crystal Signs accessed
the small business advantage account.
In April 2012, Huff, as the owner and guarantor of Crystal Signs, signed an
authorization to convert the small business advantage line of credit to a BusinessLine line
of credit. This conversion resulted in the issuance of a new account number 1823.
Crystal Signs received a BusinessLine Mastercard, which replaced the previous card and
was subject to new terms and conditions. The authorization form also referenced the
2005 SBA application and her original line of credit ending in 4229 [the 2005 application
and the account number for the original line of credit]. Per the 2012 agreement and a
2020 agreement, the parties defined a default as occurring when “a payment is not made
when it is due.”
3 In its motion for summary judgment, Wells Fargo presented evidence of a past due
balance on the account in the amount of $58,187.53. In response, Crystal Signs argued
fact issues precluded a legal determination that a contract or guarantee was breached.
In addition to her legal arguments, Huff submitted an affidavit averring she was the owner
and operator of Crystal Signs responsible for “daily operation, administration, and
management of [the] business.” She also averred that she “did not sign or agree to be a
personal guarantor for Crystal Signs.”
In April 2023, the trial court granted summary judgment in Wells Fargo’s favor
awarding $58,187.53 in damages and $4,940.00 in attorney’s fees to be recovered from
Crystal Signs and Huff, jointly and severally. On appeal, Crystal Signs single issue is
multifarious, states a legal premise for relief followed by a general attack on the trial
court’s judgment with numerous arguments. See Fleming v. NASA Fed. Credit Union,
No. 04-21-00555-CV, 2023 Tex. App. LEXIS 287, at *3 n. 3 (Tex. App.—San Antonio Jan.
18, 2023, no pet.) (mem. op.). For convenience, we will address Crystal Sign’s numerous
arguments as issues (1) through (7).
Standard of Review
“We review summary judgments de novo, taking as true all evidence favorable to
the nonmovant, and indulging every reasonable inference and resolving any doubts in the
nonmovant’s favor.” Energen Res. Corp. v. Wallace, 642 S.W.3d 502, 509 (Tex. 2022)
(cleaned up). To prevail on a traditional motion for summary judgment, the movant must
prove there are no genuine issues of material fact and that it is entitled to judgment as a
matter of law. TEX. R. CIV. P. 166a(c); Lightning Oil Co. v. Anadarko E&P Onshore, LLC,
4 520 S.W.3d 39, 45 (Tex. 2017). “Once the movant produces evidence entitling it to
summary judgment, the burden shifts to the nonmovant to present evidence raising a
genuine issue of material fact.” Mann Frankfort Stein Lipp Advisors, Inc., v. Fielding, 289
S.W.3d 844, 848 (Tex. 2009).
To prevail in its breach of contract claim, Wells Fargo needed to conclusively
prove: (1) a valid, enforceable contract existed between the parties;3 (2) that Wells Fargo
performed on the contract; (3) that Crystal Signs breached the contract; and (4) that Wells
Fargo sustained damages as a result of the breach. See E-Learning LLC v. AT&T Corp.,
517 S.W.3d 849, 858 (Tex. App.—San Antonio 2017, no pet.). To prevail in its guaranty
claim against Huff, Wells Fargo was required to conclusively establish: (1) the guaranty
contract exists and is owned by Wells Fargo; (2) the terms of the underlying contract; (3)
conditions for liability occurring, and (4) Huff, as guarantor, failed or refused to perform
the promise. See Lee v. Martin Marietta Materials Southwest, Ltd., 141 S.W.3d 719, 720–
21 (Tex. App.—San Antonio 2004, no pet.).
Analysis
The summary judgment evidence established that in 2005, Wells Fargo offered
Crystal Signs a $55,000 unsecured line of credit. Huff accepted the offer by signing an
agreement and certified she had read the terms and conditions “including [a] personal
guaranty.” Huff also signed a Business Direct Credit Application—Agreement and
3 A valid, enforceable contract exists when the following elements are shown: (1) an offer; (2) an
acceptance in strict compliance with the terms of the offer; (3) a meeting of the minds on the essential terms of the contract (mutual assent); (4) each party’s consent to the terms; and (5) execution and delivery of the contract with the intent that it be mutual and binding. E-Learning LLC v. AT&T Corp., 517 S.W.3d 849, 858 (Tex. App.—San Antonio 2017, no pet.) (mem. op.) (citing Copeland v. Alsobrook, 3 S.W.3d 598, 604 (Tex. App.—San Antonio 1999, pet. denied)).
5 Personal Guaranty, both as President of Crystal Signs and in her individual capacity. By
signing, she agreed to unconditionally guarantee and promise to pay all debts of Crystal
Signs arising at any time from the line of credit.
In 2012, Huff signed another agreement as owner and personal guarantor of
Crystal Signs. This agreement converted the earlier line of credit into BusinessLine
account number 1823. This agreement specifies that a “default” occurs when a payment
is missed or when the account balance exceeds the credit limit. The evidence shows the
account was past due and that Crystal Signs had also exceeded the credit limit. Wells
Fargo’s summary judgment evidence conclusively established a valid, enforceable
contract, which Wells Fargo performed, and Crystal Signs breached, resulting in damages
to Wells Fargo. We find Wells Fargo’s summary judgment evidence conclusively
establishes the existence of a valid enforceable contract between the parties that was
performed by Wells Fargo and breached by Crystal Signs, causing Wells Fargo damages.
We find that Wells Fargo’s summary judgment evidence conclusively establishes its
actions for breach of contract against Crystal Signs and breach of Huff’s guarantee
agreement.
On appeal, Crystal Signs argues that (1) Wells Fargo failed to establish any
relationship between account numbers 4229 and 1823, (2) the conversion of account
4229 to 1823 lacks a signature and business name.4 We address the arguments
4 Crystal Signs also asserts that, to the extent Huff guaranteed Crystal Signs’ performance under
the line of credit, Wells Fargo was attempting to extend the guarantee beyond its original terms to impose liability for “affiliated” debt. However, because Crystal Signs did not raise this specific argument in the trial court, it has not properly preserved this issue for appellate review. Raymond v. Pizza Venture of San Antonio, LLC, No. 04-17-00061-CV, 2018 Tex. App. LEXIS 3628, at * 10–11 (Tex. App.—San Antonio May
6 together. In 2012, Huff signed an Authorization Form as President and Owner/Guarantor
of Crystal Signs, Inc., expressly authorizing the conversion of the SBA Account ending in
4229 to a Wells Fargo BusinessLine of credit to maintain access to the unsecured credit
source. Wells Fargo’s uncontroverted evidence establishes that when Crystal Signs’ line
of credit account was converted from the Small Business Advantage account to a
BusinessLine account, it received the corresponding account number 1823 and operated
under revised terms. Appellants’ first two issues are overruled.
We interpret Crystal Signs’ third issue as objecting to the hearsay nature of Felix’s
affidavit. Because Crystal Signs did not raise this objection or an objection about a failure
to comply with requisites for proving-up the business records exception in the trial court,
the issue has been waived. Trujillo v. Shafaii Invs., Ltd., No. 01-22-00819-CV, 2024 Tex.
App. LEXIS 3125, at *24 (Tex. App.—Houston [1st Dist. May 7, 2024, no pet. h.).
Nevertheless, even if this issue had been raised in the trial court, Felix’s representations
in her affidavit describe how Wells Fargo’s documents satisfy the business records
exception to the hearsay rule. TEX. R. EVID. 803(6). Issue 3 is overruled.
In her fourth issue, Crystal Signs complains there is no evidence that Crystal Signs
breached its contract or that Wells Fargo performed. As illustrated in the preceding
discussion regarding the history or extended credit to Crystal Signs and an unpaid
balance, we hold that Wells Fargo presented conclusive summary judgment evidence,
and that the breach was established as a matter of law.
23, 2018, pet. denied) (mem. op.) (“to preserve error for appellate review, a party’s argument on appeal must comport with its argument before the trial court”).
7 In issues (5), (6) and (7), Huff [also] contends her guarantee is invalid because her
intention was only to obtain an unsecured line of credit, not agree to a guarantee, there
is no indication Wells Fargo formally approved the extension of a line of credit to Crystal
Signs, and the original document she received was presented as an “invitation.”
However, Wells Fargo was not required to prove that Huff intentionally guaranteed Crystal
Signs’ unsecured line of credit, “merely that she had contracted to do so.” See Bricknell
v. Wells Fargo, N.A., No. 11-08-00203-CV, 2010 Tex. App. LEXIS 3042, at *3 (Tex.
App.—Eastland Apr. 22, 2010, no pet.) (mem. op.). Moreover, Wells Fargo’s
performance by issuing the credit cards and carrying Crystal Signs’ debt constituted both
acceptance and consideration. See Vanegas v. Am. Energy Servs., 302 S.W.3d 299,
304 (Tex. 2009). Regarding her last point, regardless of whether the original document
was an “offer” or an “invitation,” the evidence shows that Huff accepted the proposed
terms in 2005 when she signed the agreement and personal guarantee in her individual
capacity. Accordingly, issues (5), (6), and (7) are also overruled.
Conclusion
The trial court’s judgment is affirmed.
Lawrence M. Doss Justice