Living Christ Church, Inc. v. Jones

734 S.W.2d 417, 1987 Tex. App. LEXIS 8136
CourtCourt of Appeals of Texas
DecidedJuly 13, 1987
Docket05-86-00907-CV
StatusPublished
Cited by9 cases

This text of 734 S.W.2d 417 (Living Christ Church, Inc. v. Jones) 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
Living Christ Church, Inc. v. Jones, 734 S.W.2d 417, 1987 Tex. App. LEXIS 8136 (Tex. Ct. App. 1987).

Opinions

McCRAW, Justice.

Living Christ Church, Inc. (Church) appeals from a judgment for specific performance in favor of Henry C. Jones. Jones sought specific performance of a settlement agreement between the parties. The specific performance action was severed from the underlying suit giving rise to the settlement agreement. In its first point of error, the Church contends that the trial court erred in granting specific performance because the agreement was not complete and specific as is required to entitle a party to a decree of specific performance. We agree, and reverse and render judgment for the Church.

The Church sued Henry C. Jones concerning matters not apparent from the record. During depositions, the parties began negotiations for a settlement of this and other suits involving the parties. Jones contends that the parties agreed to settle the case, and that this agreement was memorialized in a letter signed by Jones’ attorney and by the Church’s attorney. The letter states, “This letter is to confirm the general outline of the settlement agreement reached this date between the Plaintiff and the Defendant.” The letter then continues:

1. Within 90 days from this date a closing will be held to accomplish the following:
a. Jones will vacate and deliver unencumbered possession of the “Broadmoor Garage” to [the Church].
b. Jones will deed, by special warranty deed, the “Fernald Property” to [the Church]....
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d. Jones will assign, transfer and convey all of his right, title and interest as both a General Partner and Limited Partner in LCB Investors, Ltd. (“LCB”) to [the Church].
e. [The Church] shall pay to Jones the sum of $32,500.00 in cash.

The letter also provided for the parties to obtain releases from financial institutions holding promissory notes on property and partnership interests being conveyed, for the Church to indemnify Jones for any liabilities associated with a nonparty, LCB partnership, and for a promissory note payable to a nonparty to be executed by Jones.

The letter continues, listing documents to be prepared, executed and delivered at the closing: (1) dismissals with prejudice in three lawsuits; (2) a settlement agreement outlining all of the terms and conditions set forth in the letter; (3) mutual releases of all claims from the facts giving rise to the three lawsuits; (4) provisions for the taxing of costs and attorney’s fees; and (5) written instruments to effect the resignation of Jones as a trustee of the Church and certain related entities.

The letter also provided for Michael Jones, a nonparty, to sell his interest in LCB Investors, Ltd. at a price agreed upon after Michael and LCB each selected an appraiser to appraise property owned by LCB. The letter concludes as follows:

I will prepare a settlement agreement and the mutual releases required under the terms and conditions set out above. After the settlement agreement and mu[419]*419tual releases have been approved by our respective clients, you and I should make an appearance before Judge Whittington and incorporate these terms into the record pursuant to Rule 11, T.R.C.P. If the foregoing meets with your approval, please execute one copy of this letter in the space provided below.

As stated previously, the letter is signed by attorneys for Jones and for the Church.

The closing did not occur within 90 days as contemplated in the letter. Jones asked for an extension, which was granted, and December 7, 1984 was set as the new closing date. When the closing was not accomplished on that date the Church, in a letter to Jones’ attorney, stated that the Church “take[s] the position that the settlement agreement is null and void and that they are not obligated by its terms and conditions.”

In the suit between the Church as plaintiff and Jones as defendant, Jones amended his pleadings to allege the settlement agreement as an affirmative defense and pleaded a cause of action seeking specific enforcement of the agreement. The trial court severed the cause of action relating to the alleged settlement from the original suit. The severed action, with Henry Jones as plaintiff, then proceeded to trial. The jury found that the letter agreement was in fact a contract between the parties; that time was not of the essence in the contract; that Jones was ready, willing and able to perform the contract; and that the Church was ready, willing and able to perform. The trial court entered a judgment granting specific performance of the contract.

The Church’s first point of error states, “The District Court erred in granting specific performance to Jones of the general outline in the outline [sic] dated August 30, 1984 since as a matter of law Jones failed to establish that the outline is valid, complete and possesses the essentials of a binding legal obligation.” We agree that specific performance is not available.

Specific performance is an equitable remedy, and is not a matter of right. Kress v. Soules, 152 Tex. 595, 261 S.W.2d 703, 704 (1953). The granting of the remedy rests with the discretion of the court, and its decision will not be reversed without showing that the court clearly abused its discretion. Magram v. Lewis, 618 S.W.2d 420, 422 (Tex.Civ.App.—Amarillo 1981, no writ). The court’s discretion is not, however, unfettered; its discretion is exercised under the established doctrines and settled principles of equity. Parker Chiropractic Research Foundation v. Fairmont Dallas Hotel Co., 500 S.W.2d 196, 200 (Tex.Civ.App.—Dallas 1973, no writ); see also Magram, 618 S.W.2d at 422.

In Nash v. Conatser, 410 S.W.2d 512 (Tex.Civ.App.—Dallas 1966, no writ), this Court set forth the well-established legal guidelines relating to the equitable remedy of specific performance. The following rule mandates reversal in this appeal:

A court will not order specific performance of a contract for sale of land or interest therein unless the contract describes the land or interest, or within itself furnishes the means by which the property may be identified with reasonable certainty.

Nash, 410 S.W.2d at 519. See also Wilson v. Fisher, 144 Tex. 53, 188 S.W.2d 150, 154 (Tex.1945); Mainland Savings Association v. Hoffbrau Steakhouse, Inc., 659 S.W.2d 101, 103 (Tex.App.—Houston [14th Dist.] 1983, no writ). This rule has been applied when a party sought specific performance of a settlement agreement calling for the transfer of land. Martin v. Thalman, 568 S.W.2d 460 (Tex.Civ.App.—Beaumont 1978, no writ) (for case on remand see Martin v. Thalman, 620 S.W.2d 151 (Tex.Civ.App.—San Antonio 1981), aff'd in part, rev’d in part,

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734 S.W.2d 417, 1987 Tex. App. LEXIS 8136, Counsel Stack Legal Research, https://law.counselstack.com/opinion/living-christ-church-inc-v-jones-texapp-1987.