In The Court of Appeals Seventh District of Texas at Amarillo
No. 07-24-00304-CV
SOAP ENGINEERING, LLC, APPELLANT
V.
INFINITI INTEGRATION SERVICES CORP., APPELLEE
On Appeal from the 121st District Court Terry County, Texas Trial Court No. 21,846, Honorable John A. Didway, Presiding
June 10, 2025 MEMORANDUM OPINION Before QUINN, C.J., and PARKER and DOSS, JJ.
SOAP Engineering, LLC appeals from the trial court’s judgment awarding Infiniti
Integration Services Corp. recovery for the former’s alleged misappropriation of trade
secrets and breach of contract. By two issues, SOAP argues the findings of
misappropriation and breach lack legally and/or factually sufficient evidentiary support.
We reverse and render in part and affirm in part. Background
The dispute in this case arose from a project at a CO2 recompression plant in
which a compressor unit was to be upgraded. The project included moving and replacing
a motor and upgrading power systems as well as a compressor. SOAP, a subcontractor,
was involved in the project and allegedly hired Infiniti to assist. SOAP paid for part of the
work; the plant’s owner, Perdure Petroleum Company, 1 paid for other parts.
One of Infiniti’s employees, David Renfro, purportedly derived a methodology for
SOAP to use when encountering particular problems while doing the tasks demanded by
Perdure. Renfro presented his methodology during a meeting attended by SOAP and
Perdure personnel, and Infiniti viewed the information presented as a trade secret. Yet,
SOAP recorded the presentation and retained an entity other than Infiniti to implement
the methodology Renfro developed. Once the project was completed, Infiniti informed
SOAP of outstanding invoices necessitating payment. SOAP refused to pay them,
resulting in a suit for misappropriation of trade secrets and breached contract, among
other claims.
The dispute was tried by the bench. It found in favor of Infiniti, awarding damages
for misappropriation of trade secrets and breach of contract.
Issue One—Misappropriation of Trade Secrets
By its first issue, SOAP contends the evidence offered to support Infiniti’s claim for
misappropriation of trade secrets was legally and factually insufficient. Allegedly, SOAP
failed to prove all elements of same. We sustain the issue.
1 Perdure is now CapturePoint LLC. Though sued, Infiniti non-suited its claims against the business.
2 To prevail on a claim of misappropriated trade secrets, one must prove 1) the
existence of a trade secret; 2) its acquisition through a confidential relationship or by
improper means; 3) its use without authorization; and 4) resulting damages. Garcia v.
Segway, Inc., No. 07-23-00401-CV, 2024 Tex. App. LEXIS 8451, at *5 (Tex. App.—
Amarillo Dec. 5, 2024, no pet.) (mem. op.). We address the last element.
The sole evidence to support the trial court’s finding that Infiniti suffered
$130,000 in damages came from Gilbert Peters. Its sum and substance consisted
of the following:
Q. Now, if -- if they had used you for the work that David had done --
A. Yes, sir.
Q. -- do you know what you would have charged for that work?
A. Yes, sir. We estimated it a couple of different times. About a hundred and 30 to $135,000.
Q. In gross charges or --
A. No, in profit.
Q. Profit?
A. Yes, sir. Just -- just in profit.
Q. And are you asking the Court to award you 130,000 for that lost work?
A. Yes, sir, I am.
Nothing else was said. The data, formulas, or the like utilized in deriving his estimates
went unmentioned. This is problematic.
As can be seen, Infiniti sought to only recover lost profits. Such a recovery does
not require that the loss be susceptible of exact calculation. ERI Consulting Eng’rs, Inc.
v. Swinnea, 318 S.W.3d 867, 876 (Tex. 2010) (quoting Holt Atherton Indus., Inc. v. Heine,
3 835 S.W.2d 80, 84 (Tex. 1992)). Nevertheless, the claimant must do more than show
that they suffered some lost profits. Id. Rather, the sum lost must be shown by competent
evidence with reasonable certainty. Id. “‘As a minimum, opinions or estimates of lost
profits must be based on objective facts, figures, or data from which the amount of lost
profits can be ascertained.’” Id.; Western Mktg. v. AEG Petroleum, LLC, 616 S.W.3d 903,
922 (Tex. App.—Amarillo 2021, pet. denied). So, simply providing an estimate
unaccompanied by the objective facts, figures, or data from which they were derived does
not suffice. In such a situation, the estimates comprise merely conclusory testimony,
which is not evidence. Western Mktg, 616 S.W.3d at 922 (finding the owner’s estimate
of damages unaccompanied by evidence illustrating their means of calculation or basis
was both conclusory and no evidence to support the damages awarded). That is the
situation at bar.
Peters merely informed the trial court of his estimated lost profits. No objective
facts, figures, or data from which those estimates could be derived accompanied the
estimates. Nor did anyone else attempt to fill the void. Thus, like those in Western
Marketing, the estimates here were conclusory and no evidence of lost profits. That
compels us to hold the damage element of the purported misappropriation claim lacks
legally sufficient evidentiary support, and the trial court erred in granting recovery upon
the claim. See Popwell v. Bryson, No. 07-16-00434-CV, 2017 Tex. App. LEXIS 12050,
at *1 (Tex. App.—Amarillo Dec. 27, 2017, no pet.) (mem. op.) (describing the standard of
review utilized in assessing whether a finding has the support of legally sufficient
evidence).
4 Issue Two—Breach of Contract
Through its second issue, SOAP contends Infiniti failed to provide factually
sufficient evidence establishing the creation of a binding agreement between the parties.
In its view, there existed factually insufficient evidence of an offer, its acceptance, and a
meeting of the minds requisite for the existence of a contract. We overrule the issue.
To succeed on a claim of breached contract, one must prove 1) a valid contract
exists, 2) its performance by the claimant, 3) its breach by the defendant, and 4) damages
as a result of the breach. Mesquite Servs., LLC v. Standard E&S, LLC, 610 S.W.3d 548,
560 (Tex. App.—Amarillo 2020, pet. denied). Encompassed within the first element are
the components of an offer, its acceptance, and the existence of consideration. Domingo
v. Mitchell, 257 S.W.3d 34, 39 (Tex. App.—Amarillo 2008, pet. denied). So too must the
parties have a meeting of the minds about the particular matter. Bell v. Harrell, 653
S.W.3d 14, 16 (Tex. App.—Amarillo 2022, pet. denied). And, when a purported oral
contract is in play, such as here, its existence may be established through circumstantial
or direct evidence. Domingo, 257 S.W.3d at 39. Because of this, the communications
between the parties and acts and circumstances surrounding those communications are
relevant. Id.
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In The Court of Appeals Seventh District of Texas at Amarillo
No. 07-24-00304-CV
SOAP ENGINEERING, LLC, APPELLANT
V.
INFINITI INTEGRATION SERVICES CORP., APPELLEE
On Appeal from the 121st District Court Terry County, Texas Trial Court No. 21,846, Honorable John A. Didway, Presiding
June 10, 2025 MEMORANDUM OPINION Before QUINN, C.J., and PARKER and DOSS, JJ.
SOAP Engineering, LLC appeals from the trial court’s judgment awarding Infiniti
Integration Services Corp. recovery for the former’s alleged misappropriation of trade
secrets and breach of contract. By two issues, SOAP argues the findings of
misappropriation and breach lack legally and/or factually sufficient evidentiary support.
We reverse and render in part and affirm in part. Background
The dispute in this case arose from a project at a CO2 recompression plant in
which a compressor unit was to be upgraded. The project included moving and replacing
a motor and upgrading power systems as well as a compressor. SOAP, a subcontractor,
was involved in the project and allegedly hired Infiniti to assist. SOAP paid for part of the
work; the plant’s owner, Perdure Petroleum Company, 1 paid for other parts.
One of Infiniti’s employees, David Renfro, purportedly derived a methodology for
SOAP to use when encountering particular problems while doing the tasks demanded by
Perdure. Renfro presented his methodology during a meeting attended by SOAP and
Perdure personnel, and Infiniti viewed the information presented as a trade secret. Yet,
SOAP recorded the presentation and retained an entity other than Infiniti to implement
the methodology Renfro developed. Once the project was completed, Infiniti informed
SOAP of outstanding invoices necessitating payment. SOAP refused to pay them,
resulting in a suit for misappropriation of trade secrets and breached contract, among
other claims.
The dispute was tried by the bench. It found in favor of Infiniti, awarding damages
for misappropriation of trade secrets and breach of contract.
Issue One—Misappropriation of Trade Secrets
By its first issue, SOAP contends the evidence offered to support Infiniti’s claim for
misappropriation of trade secrets was legally and factually insufficient. Allegedly, SOAP
failed to prove all elements of same. We sustain the issue.
1 Perdure is now CapturePoint LLC. Though sued, Infiniti non-suited its claims against the business.
2 To prevail on a claim of misappropriated trade secrets, one must prove 1) the
existence of a trade secret; 2) its acquisition through a confidential relationship or by
improper means; 3) its use without authorization; and 4) resulting damages. Garcia v.
Segway, Inc., No. 07-23-00401-CV, 2024 Tex. App. LEXIS 8451, at *5 (Tex. App.—
Amarillo Dec. 5, 2024, no pet.) (mem. op.). We address the last element.
The sole evidence to support the trial court’s finding that Infiniti suffered
$130,000 in damages came from Gilbert Peters. Its sum and substance consisted
of the following:
Q. Now, if -- if they had used you for the work that David had done --
A. Yes, sir.
Q. -- do you know what you would have charged for that work?
A. Yes, sir. We estimated it a couple of different times. About a hundred and 30 to $135,000.
Q. In gross charges or --
A. No, in profit.
Q. Profit?
A. Yes, sir. Just -- just in profit.
Q. And are you asking the Court to award you 130,000 for that lost work?
A. Yes, sir, I am.
Nothing else was said. The data, formulas, or the like utilized in deriving his estimates
went unmentioned. This is problematic.
As can be seen, Infiniti sought to only recover lost profits. Such a recovery does
not require that the loss be susceptible of exact calculation. ERI Consulting Eng’rs, Inc.
v. Swinnea, 318 S.W.3d 867, 876 (Tex. 2010) (quoting Holt Atherton Indus., Inc. v. Heine,
3 835 S.W.2d 80, 84 (Tex. 1992)). Nevertheless, the claimant must do more than show
that they suffered some lost profits. Id. Rather, the sum lost must be shown by competent
evidence with reasonable certainty. Id. “‘As a minimum, opinions or estimates of lost
profits must be based on objective facts, figures, or data from which the amount of lost
profits can be ascertained.’” Id.; Western Mktg. v. AEG Petroleum, LLC, 616 S.W.3d 903,
922 (Tex. App.—Amarillo 2021, pet. denied). So, simply providing an estimate
unaccompanied by the objective facts, figures, or data from which they were derived does
not suffice. In such a situation, the estimates comprise merely conclusory testimony,
which is not evidence. Western Mktg, 616 S.W.3d at 922 (finding the owner’s estimate
of damages unaccompanied by evidence illustrating their means of calculation or basis
was both conclusory and no evidence to support the damages awarded). That is the
situation at bar.
Peters merely informed the trial court of his estimated lost profits. No objective
facts, figures, or data from which those estimates could be derived accompanied the
estimates. Nor did anyone else attempt to fill the void. Thus, like those in Western
Marketing, the estimates here were conclusory and no evidence of lost profits. That
compels us to hold the damage element of the purported misappropriation claim lacks
legally sufficient evidentiary support, and the trial court erred in granting recovery upon
the claim. See Popwell v. Bryson, No. 07-16-00434-CV, 2017 Tex. App. LEXIS 12050,
at *1 (Tex. App.—Amarillo Dec. 27, 2017, no pet.) (mem. op.) (describing the standard of
review utilized in assessing whether a finding has the support of legally sufficient
evidence).
4 Issue Two—Breach of Contract
Through its second issue, SOAP contends Infiniti failed to provide factually
sufficient evidence establishing the creation of a binding agreement between the parties.
In its view, there existed factually insufficient evidence of an offer, its acceptance, and a
meeting of the minds requisite for the existence of a contract. We overrule the issue.
To succeed on a claim of breached contract, one must prove 1) a valid contract
exists, 2) its performance by the claimant, 3) its breach by the defendant, and 4) damages
as a result of the breach. Mesquite Servs., LLC v. Standard E&S, LLC, 610 S.W.3d 548,
560 (Tex. App.—Amarillo 2020, pet. denied). Encompassed within the first element are
the components of an offer, its acceptance, and the existence of consideration. Domingo
v. Mitchell, 257 S.W.3d 34, 39 (Tex. App.—Amarillo 2008, pet. denied). So too must the
parties have a meeting of the minds about the particular matter. Bell v. Harrell, 653
S.W.3d 14, 16 (Tex. App.—Amarillo 2022, pet. denied). And, when a purported oral
contract is in play, such as here, its existence may be established through circumstantial
or direct evidence. Domingo, 257 S.W.3d at 39. Because of this, the communications
between the parties and acts and circumstances surrounding those communications are
relevant. Id. That said, we turn to the issue at hand.
Preliminarily, we comment upon the tenor of SOAP’s issue and its effect. The
party only questions the factual sufficiency of the evidence underlying the existence of an
offer, its acceptance, and a meeting of the minds. In so limiting the contention, SOAP
implicitly concedes that legally sufficient, or more than a scintilla, of evidence supports
the trial court’s finding of those elements. See Raw Hide Oil & Gas, Inc. v. Maxus
Exploration Co., 766 S.W.2d 264, 275 (Tex. App.—Amarillo 1988, writ denied) (stating
5 that “[f]actual sufficiency points of error concede conflicting evidence on an issue, yet
maintain that the evidence against the jury’s finding is so great as to make the finding
erroneous”).
Next, no one contends SOAP, Renfro, or Infiniti executed a written contract; it was
oral, if anything. It is also undisputed that Renfro performed tasks for Perdure and SOAP.
And, in support of Infiniti’s position that there was an oral agreement, it refers to aspects
of Peters’ testimony. In particular, Peters iterated that before work began 1) “Williams
[with SOAP] told me that we -- that Soap was going to pay me,” 2) “we shook hands,” 3)
“Jim [Williams] hired Infiniti Integration Services to complete work” such as “engineering”
and the installation of “switchgear,” and 4) Williams said “[d]on’t worry, son, I’m going to
take care of you, and Soap’s going to pay the bills.” Individuals working for Infiniti (e.g.,
Renfro) then provided services on the project SOAP was obligated to complete, according
to invoices admitted into evidence and testimony from Renfro.
In discussing and coordinating services, Williams also wrote in an email to
Perdure: “Perdure will contract David Renfro to MacGyver rig the exciter panel to help
speed up the start-up time for the Wellman plant” and “[i]f and when David Renfro Is
needed to help with the commissioning of the compressor with the MacGyver rigged
exciter panel, David’s cost will be documented and paid for by SOAP Engineering.”
Thereafter, Peters, of Infiniti, received an email from Williams. Therein, the latter both
apologized for characterizing Renfro’s expected services as “MacGyver Rigged” and
asked for “the breakdown of hours with time and dates so that I can approve the
invoices?”
6 We couple the foregoing evidence to SOAP’s concession implicit in attacking only
the factual sufficiency of the evidence. Together, they suffice to illustrate an offer and
promise by SOAP to pay Infiniti for services the latter (through Renfro) would provide to
Perdure and acceptance of performance by Infiniti through Renfro. See Alex Sheshunoff
Mgmt. Servs., L.P. v. Johnson, 209 S.W.3d 644, 649 (Tex. 2006) (noting that an offer
may be accepted through performance). That Infiniti performed and SOAP implemented
the solutions the former developed constitutes further evidence of their meeting of the
minds on the work to be done and who was financially liable for payment. Thus, we
cannot say the trial court’s finding that a binding agreement arose between SOAP and
Infiniti was so against the great weight and preponderance of all the evidence as to render
the finding manifestly unjust. See Fisher v. Deford Props., No. 07-04-0389-CV, 2005 Tex.
App. LEXIS 1765, at *3 (Tex. App.—Amarillo Mar. 8, 2005, no pet.) (mem. op.) (stating
that a finding is factually insufficient when it is so against the great weight and
preponderance as to be manifestly unjust).
Having sustained issue one and overruled issue two, we 1) reverse that portion of
the trial court’s judgment awarding Infiniti $130,000 for SOAP’s alleged misappropriation
of trade secrets, 2) order that Infiniti take nothing on the claim of misappropriation of trade
secrets, and 3) affirm the judgment in all other respects.
Brian Quinn Chief Justice