Mobil Oil Corp. v. Waste Systems, Inc.

703 S.W.2d 386, 1986 Tex. App. LEXIS 12105
CourtCourt of Appeals of Texas
DecidedJanuary 9, 1986
DocketNo. 09 84 329 CV
StatusPublished
Cited by4 cases

This text of 703 S.W.2d 386 (Mobil Oil Corp. v. Waste Systems, Inc.) 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
Mobil Oil Corp. v. Waste Systems, Inc., 703 S.W.2d 386, 1986 Tex. App. LEXIS 12105 (Tex. Ct. App. 1986).

Opinion

OPINION

DIES, Chief Justice.

Conservation Service, Inc. (CSI), entered into a written contract with Mobil Oil Corporation (Mobil) in which CSI was to dispose of waste generated from Mobil’s Beaumont Refinery and Magpetco Terminal. That contract, styled BM-76515/BM-77526 (Amendment 2), was valid from January 31, 1977, through March 31, 1978. Effective November 10, 1977, said Amendment 2 to said contract was assigned to Waste Systems, Inc. (WSI), plaintiff below. The terms and conditions of contract BM-77526 were extended from April 1, 1978, through December 31, 1978.

Subsequently, WSI and Mobil, defendant below, entered into contract BM-78500 where WSI was to handle and dispose of wastes from Mobil’s Beaumont Refinery, said contract being effective August 1, 1978, through December 31, 1978. This contract (BM-78500) superseded prior agreements between the parties.

Even though contract BM-78500 officially expired December 31, 1978, WSI continued to dispose of waste from Mobil’s Beaumont Refinery. Portions of contract BM-78500 are attached at the end of this opinion. The disposal by plaintiff, WSI, was in [388]*388a deep Louisiana disposal well. This was interrupted in July or August of 1979 for approximately two months because of defects in the well. During these two months plaintiff stored the waste in tanks belonging to Intercontinental Terminals Company (ITC) at Deer Park, specifically from September 1978 to April 1980. When the Louisiana well was repaired, plaintiff hauled the waste by barge from Deer Park to the Louisiana well and attempted to inject it in the well. However, the waste would not pass through the 5-micron filter on the well. Numerous attempts were made, such as heating the contents of the barges, but to no avail. Disposal was finally accomplished by another company.

This lawsuit was brought by WSI, as plaintiff below, against Mobil, as defendant below, for expenses incurred in connection with the storage of the waste with ITC, the expenses created by the failure of the waste to pass through the 5-micron filter of the disposal well, as well as other alleged damages. Trial was to the court without a jury which made the following findings of fact and conclusions of law:

“Findings of Fact
“1. On or about August 24, 1978, Mobil Oil Corporation (Mobil) and Waste Systems, Inc. (WSI) entered into term contract BM-78500 under which WSI agreed to dispose of Mobil’s caustic waste product.
“2. Upon entering into contract BM-78500 Mobil and WSI mutually intended and agreed that Mobil would reimburse WSI for expenses of storage of Mobil’s caustic wastes at Intercontinental Terminals Company for a temporary three month period.
“3. Upon entering into contract BM-78500 Mobil and WSI mutually intended and agreed that Mobil would deliver waste material to WSI which would pass through a five micron filter.
“4. Mobil breached contract no. BM-78500 by delivering waste material to WSI which would not pass through a five micron filter.
“5. As a proximate result of Mobil’s failure to deliver waste material to WSI which would pass through a five micron filter, WSI sustained monetary losses in the amount of $454,107.08.
“6. The monetary losses incurred by WSI as a result of Mobil’s breach of the five micron filter clause became a liquidated sum as of October 31, 1980, resulting in prejudgment interest of $98,-161.78, accruing from November 1, 1978, until June 11,1984, the date of judgment.
“7. Mobil breached contract no. BM-78500 by failing to reimburse WSI for expenses of storage of Mobil’s caustic wastes at Intercontinental Terminals Company for a three-month period.
“8. As a proximate result of Mobil’s failure to reimburse WSI for expenses of storage of Mobil’s caustic waste at Intercontinental Terminals Company for a three-month period WSI sustained monetary losses in the amount of $63,900.00.
“9. The $63,900.00 owing from Mobil to WSI for the three months of storage of Mobil’s caustic wastes at the Intercontinental Terminals Company tanks became due and payable as a liquidated sum on November 28, 1978, and therefore, Mobil owes WSI prejudgment interests thereon in the amount of $21,188.91, accruing from the date of November 29, 1978, until June 11, 1984, the date of judgment.
“10. WSI incurred a reasonable attorneys’ fee in the amount of $35,000.00.
“CONCLUSIONS OF LAW
“1. The entire agreement between .Mobil and WSI was not contained in the written instrument signed by the parties and designated as term contract BM-78500, but rather consisted of both written and oral promises, and thus the oral portions of the agreement which consisted of Mobil’s promise to reimburse WSI for storage expenses at Intercontinental Terminals Company may be enforced and damages awarded for the breach thereof, just as though these portions had appeared in the written agreement.
[389]*389“2. Mobil is entitled to a credit in the amount of $91,877.58, on its counterclaim against WSI.
“3. The prejudgment interest awarded to WSI is based upon the statutory rate of 6% per annum as provided for in Article 5069-1.03, Vernon’s Annotated Texas Civil Statutes.
“4. Included within the judgment awarded to Waste Systems, Inc., against Mobil Oil Corporation is the amount owed by WSI to the intervenor, Intercontinental Terminals Company, in the sum of $72,040.25. WSI, having acknowledged that Intercontinental Terminals Company has a beneficial interest in the judgment to the extent of $72,040.25, Intercontinental Terminals Company is entitled to recover $72,040.25 of and from WSI, said amount to be deducted from the judgment awarded to WSI.
“5. WSI is entitled to recover $35,-000.00 in attorneys’ fees from Mobil pursuant to Article 2226, Vernon’s Annotated Texas Civil Statutes for breach of contract.”

ITC intervened seeking judgment against Mobil.

Following a trial, the court below decreed that WSI recover from Mobil $580,-480.19, which amount includes the $72,-040.25 owed by WSI to ITC. From this judgment both Mobil and ITC have appealed. Mobil’s appeal will be dealt with herein first.

Mobil has grouped its first seven points of error and we will address them likewise. They are: that the trial court erred in finding that contract BM-78500 consisted of both oral and written promises, that Mobil had orally agreed to reimburse WSI for storage expenses (arguing that extrinsic evidence is not admissible to contradict or vary the terms of an unambiguous contract). It is quite true that courts will enforce an unambiguous instrument as written and the writing alone will be deemed to express the intention of the parties. Sun Oil Company v. Madeley, 626 S.W.2d 726, 732 (Tex.1981). And this is true even if the parties interpreted the contract over a long period of time differently from the Court. However, as we construe this question, it is not the same in the case we review.

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Bluebook (online)
703 S.W.2d 386, 1986 Tex. App. LEXIS 12105, Counsel Stack Legal Research, https://law.counselstack.com/opinion/mobil-oil-corp-v-waste-systems-inc-texapp-1986.