Jamestown Partners v. City of Fort Worth

83 S.W.3d 376, 2002 WL 1815989
CourtCourt of Appeals of Texas
DecidedSeptember 12, 2002
Docket2-01-299-CV
StatusPublished
Cited by40 cases

This text of 83 S.W.3d 376 (Jamestown Partners v. City of Fort Worth) 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
Jamestown Partners v. City of Fort Worth, 83 S.W.3d 376, 2002 WL 1815989 (Tex. Ct. App. 2002).

Opinion

OPINION

TERRIE LIVINGSTON, Justice.

INTRODUCTION

The City of Fort Worth (“the City”) brought an action against Jamestown Partners, L.P. (“appellant”) under chapter 54 of the local government code. 1 The City sought to enforce by injunction and civil penalty alleged violations of ordinances concerning the substandard condition of an apartment complex owned by appellant. After a bench trial, the trial court entered judgment in favor of the City. The trial court denied appellant’s motion for new trial, but granted its motion to suspend enforcement of the judgment pending appeal. In ten points, appellant complains that: (1) a compliance agreement between it and appellee, which was still in effect at the time of suit, barred any chapter 54 action; (2) appellee breached the compliance agreement by filing suit and is thus liable to appellant; (3) there was no evidence or insufficient evidence to support the trial court’s findings that the apartments were “dangerously deteriorated” and a “threat to public safety”; (4) the repair order contained in the judgment is not authorized by chapter 54 and is impracticable and impossible to perform; and (5) the trial court’s findings of fact and conclusions of law are insufficient to support the judgment. We affirm the trial court’s judgment.

BACKGROUND

This suit revolves around a vacant apartment complex located in' southeast Fort Worth known as the Jamestown Apartments (“the Jamestown Property”). Appellant owned the Jamestown Property but sold it to Alfred Antonini and his companies. Antonini acquired the property through a purchase money promissory note secured by a deed of trust held by appellant. Antonini later conveyed the apartments to Tarrant County Affordable Housing Corporation, an entity with one shareholder, Albert Stowell. Stowell was also the sole shareholder in two other entities which each owned an apartment complex adjacent to the Jamestown Property.

In March of 1998, the City brought Sto-well and one of the adjacent properties, the Evergreen Apartments, before the City’s Building Standards Commission (“BSC”). The BSC issued an order finding those apartments to be substandard and a threat to public safety. In June of 1998, Stowell and his entities entered into a compliance agreement with the City concerning all three properties. The agreement provided that Stowell, as owner of *380 the properties, would erect a fence around all three and board up and secure all the windows and doors of the buildings. Sto-well also agreed to post and maintain a twenty thousand dollar bond on the properties; to submit an application to change the properties’ zoning designation; and to provide a site plan that addressed, among other things, reducing the number of units by twenty percent and using part of the properties as a community youth center and police station. In exchange, the city agreed to reverse the order on the Evergreen Apartments and refrain from scheduling the other two properties, including the Jamestown Property, for BSC review.

Both Antonini and Stowell failed to make payments on the loan securing the Jamestown Property. In February of 1999, appellant foreclosed on the Jamestown Property pursuant to the deed of trust. Appellant regained ownership of the Jamestown Property in the foreclosure sale. A dispute arose between appellant, Stowell, and Antonini which resulted in litigation over title to the Jamestown Property. This litigation was eventually resolved or settled in favor of appellant by the middle of the year 2000.

In January of 2000, the City brought the present action against appellant to obtain demolition or repair orders on the Jamestown Property pursuant to chapter 54, subchapter B, of the local government code. See Tex. Loc. Gov’t Code Ann. §§ 54.012-.019. Those provisions of the local government code authorize municipalities to enforce certain types of ordinances by a civil action seeking an injunction and civil penalties. Id. Appellant filed a counterclaim for breach of contract and for declaratory relief. After a bench trial, the trial court entered judgment in favor of the City. Appellant requested and the trial court made findings of fact and conclusions of law. The trial court denied appellant’s request for any additional findings or conclusions.

DISCUSSION

Effect of Compliance Agreement on Chapter 54 Action

In its first point, appellant claims the compliance agreement barred the City’s chapter 54 action. 2 To determine the merits of this argument, we will look to the language of the compliance agreement. The compliance agreement provided:

the portions of the Property know as Jamestown Apartments and Trinity Garden Apartments will be scheduled for BSC review unless this Agreement is approved by all parties; and ... should the Owner fail to satisfy all of the requirements of this Agreement the Property is subject to further BSC review. [Emphasis added.]

A municipality may enter into and be bound by a contract the same as a private entity. See Avmanco, Inc. v. City of Grand Prairie, 835 S.W.2d 160, 165 (Tex.App.-Fort Worth 1992, writ dism’d). When we interpret a contract, we must determine whether the contract is ambiguous. Coker v. Coker, 650 S.W.2d 391, 394 (Tex.1983). A contract is ambiguous if, after examining the contract as a whole in light of the circumstances existing at the time the contract was signed and after applying the rules of construction, we conclude that its meaning is uncertain and doubtful. Id. at 393. If the contract is not ambiguous, but the parties disagree over the meaning of a provision, a court must *381 determine the parties’ intent. Id. This is a question of law for the court. MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 650 (Tex.1999); Coker, 650 S.W.2d at 394. The intent of the parties must be taken from the agreement itself, and the agreement must be enforced as written. Sun Oil Co. v. Madeley, 626 S.W.2d 726, 728 (Tex.1981).

The compliance agreement in this case is not ambiguous. The agreement provides that the City would proceed with a building standards commission review of the Jamestown Property unless appellant approved the agreement and satisfied its requirements. Applying rules of construction, we cannot interpret the phrase “BSC review” in such a way that it includes “civil action to enforce the ordinance.” 3 Thus, the City’s obligation to forego BSC review does not preclude it from pursuing any other remedies.

Courts presume the parties to a contract knew and took into consideration the laws affecting matters about which they contracted, unless the contrary clearly appears in the terms of the contract. Colo. Interstate Gas Co. v. Hunt Energy Corp.,

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Bluebook (online)
83 S.W.3d 376, 2002 WL 1815989, Counsel Stack Legal Research, https://law.counselstack.com/opinion/jamestown-partners-v-city-of-fort-worth-texapp-2002.