R. Hassell Builders, Inc. v. Texan Floor Serv., Ltd.

546 S.W.3d 816
CourtCourt of Appeals of Texas
DecidedMarch 1, 2018
DocketNO. 01-17-00027-CV
StatusPublished
Cited by8 cases

This text of 546 S.W.3d 816 (R. Hassell Builders, Inc. v. Texan Floor Serv., Ltd.) 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
R. Hassell Builders, Inc. v. Texan Floor Serv., Ltd., 546 S.W.3d 816 (Tex. Ct. App. 2018).

Opinion

Evelyn V. Keyes, Justice *819In this breach of contract case concerning services and labor provided in connection with the expansion of the Houston Transtar building, Texan Floor Service, Ltd. ("Texan Floor") sued R. Hassell Builders, Inc. ("R. Hassell Builders") for non-payment of Texan Floor's retainage fee and attorney's fees. R. Hassell Builders answered and filed a "Suggestion of Bankruptcy and Notice of Automatic Stay" concerning a bankruptcy proceeding involving an entity in the same corporate family as R. Hassell Builders. R. Hassell Builders was not the debtor in the bankruptcy proceeding. While the automatic stay was in place, Texan Floor filed a motion for traditional and no-evidence summary judgment. Within thirty days after the bankruptcy court lifted the stay, the trial court granted summary judgment in favor of Texan Floor and awarded it damages, attorney's fees, and interest. On appeal, R. Hassell Builders contends it was entitled to the protection of the automatic stay despite its not being the bankruptcy debtor and, as a result, the trial court erred in rendering summary judgment in favor of Texan Floor within the thirty-day grace period following the lifting of an automatic stay pursuant to Bankruptcy Code section 108(c).

We affirm.

Background

R. Hassell Builders, the sole defendant in the trial court and appellant here, is part of a corporate family of entities, all of which are involved in various aspects of the construction business.1 Royce Hassell is the President of R. Hassell Builders and R. Hassell Holding Company, Inc. Phillip Hassell is the President of Hassell Construction Company, Inc. In 2012, R. Hassell Holding Company, Hassell Construction Company, and another related entity, Hassell Management Services, L.L.C., entered into a joint venture agreement and created the Hassell 2012 Joint Venture, a general partnership, and the Springwoods Joint Venture. Although R. Hassell Holding Company, Hassell Construction Company, and Hassell Management Services were all partners of the Hassell 2012 Joint Venture, the record does not indicate whether R. Hassell Builders was also a partner.

A couple of the Hassell entities, including Hassell Construction Company and R. Hassell Builders, were involved in a construction project relating to expanding the building that houses Houston Transtar. As part of this project, R. Hassell Builders subcontracted with Texan Floor in September 2012 to supply labor, materials, and services for the project. Although the appellate record includes a copy of this contract, the copy is nearly illegible in places. However, some parts of the contract are legible, including the first page, *820which states, "R. Hassell Builders, Inc. & Texan Floor Service," and "Subcontract for New Construction" for the "Transtar Emergency Building Expansion." The contract contains repeated references to "R. Hassell Builders, Inc." and "Texan Floor Service," and the signature page lists the parties as R. Hassell Builders, Inc. and Texan Floor Service.2 The "project schedule" attached to the contract, although mostly illegible, indicates the involvement of Hassell Construction Company with the Transtar project, with each page containing a footer reading, "Hassell Construction Co., Inc. Transtar Emergency Building Exp."

In June 2014, Texan Floor sent an invoice to R. Hassell Builders for $6,511.04, reflecting its earned, but unpaid, retainage fee. This invoice reflected that the total contract price, including change orders, was $130,220.40 and that Texan Floor had received $123,709.36 of the contract price.

In February 2015, Royce Hassell, as the president of R. Hassell Holding Company, one of the general partners of the Hassell 2012 Joint Venture, filed an involuntary bankruptcy petition against the Hassell 2012 Joint Venture and the Springwoods Joint Venture, as the debtors, in the United States Bankruptcy Court for the Southern District of Texas. R. Hassell Holding Company alleged in the bankruptcy petition that the Hassell 2012 Joint Venture was not generally paying its debts as they became due. Appellant R. Hassell Builders was not listed as a debtor in this bankruptcy petition. On May 8, 2015, the bankruptcy court signed a Memorandum Opinion in response to a motion to dismiss filed by James Hassell, Hassell Construction Company, and Hassell Management Services. See In re Hassell 2012 Joint Venture , No. 15-30781, 2015 WL 2265414 (Bankr. S.D. Tex. May 8, 2015). In this Memorandum Opinion, the bankruptcy court set out the relationship of several of the Hassell entities, although it did not mention appellant R. Hassell Builders, and it ruled that the Hassell 2012 Joint Venture was a general partnership under Texas law and was entitled to respond to the involuntary bankruptcy petition. Id. at *1, 4.

In August 2015, more than a year after submitting its invoice for the retainage fee to R. Hassell Builders, which remained unpaid, Texan Floor sent a demand letter to a principal of Hassell Construction Company. In this demand letter, Texan Floor's attorney stated, "Hassell Construction, Inc./R. Hassell Builders, Inc. ("Hassell") contracted [Texan Floor] to furnish labor and materials for the Transtar Emergency Building Expansion Project in accordance with the parties' September 6, 2012 Construction Subcontract...." Texan Floor's counsel stated that Texan Floor had completed its contractual obligations, and he demanded payment of the retainage fee within a week and stated that if it were not paid Texan Floor would file suit.

Texan Floor did not receive payment of the retainage fee in response to its demand letter. On August 20, 2015, Texan Floor filed suit solely against R. Hassell Builders, asserting causes of action for breach of contract, promissory estoppel, and unjust enrichment/quantum meruit. Texan Floor also sought attorney's fees.

R. Hassell Builders answered on September 18, 2015, and asserted the affirmative defense of impossibility of performance. R. Hassell Builders simultaneously filed a "Suggestion of Bankruptcy and Notice of Automatic Stay," informing the trial court that an involuntary bankruptcy proceeding against the Hassell 2012 Joint Venture and the Springwoods Joint Venture had been filed in February 2015, and *821requesting that the trial court acknowledge the protections of the automatic stay.

Two months later, in November 2015, Texan Floor moved for traditional and no-evidence summary judgment, seeking summary judgment on its breach of contract claim and damages in the amount of $6,511.04, attorney's fees, and pre-judgment interest. Texan Floor sought traditional summary judgment on its breach of contract claim, arguing that there was no dispute that R. Hassell Builders had subcontracted with it to perform work on the Transtar project, that Texan Floor had timely performed its contractual obligations in full, and that R. Hassell Builders had breached the contract by failing to pay Texas Floor its earned retainage fee. Texan Floor sought no-evidence summary judgment on R. Hassell Builders' affirmative defense of impossibility of performance, arguing that R. Hassell Builders failed to plead this affirmative defense with particularity and that R.

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546 S.W.3d 816, Counsel Stack Legal Research, https://law.counselstack.com/opinion/r-hassell-builders-inc-v-texan-floor-serv-ltd-texapp-2018.