Trelltex, Inc. v. Intecx, L.L.C.

494 S.W.3d 781, 2016 Tex. App. LEXIS 2650, 2016 WL 1051786
CourtCourt of Appeals of Texas
DecidedMarch 15, 2016
DocketNO. 14-14-00578-CV
StatusPublished
Cited by51 cases

This text of 494 S.W.3d 781 (Trelltex, Inc. v. Intecx, L.L.C.) 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
Trelltex, Inc. v. Intecx, L.L.C., 494 S.W.3d 781, 2016 Tex. App. LEXIS 2650, 2016 WL 1051786 (Tex. Ct. App. 2016).

Opinions

[784]*784OPINION

J, Brett Busby, Justice

Appellant Trelltex, Inc. d/b/a Texcel (Texcel) appeals from a judgment awarding appellee and cross-appellant Intecx, L.L.C. d/b/a Rocky Mountain Industrial Technologies (RMIT) $21,589.88 in damages for underpaid commissions occurring between October 1, 2001 and May 1,- 2006, $43,179.76 in treble damages under Colorado law, and' $76,235.10 in reasonable attorney’s fees and court costs. On appeal, Texcel argues that the trial court erred in awarding damages for underpaid commissions between October 1, 2001 and May 1, 2006 because any such damages are barred by the four-year statute of limitations applicable to breach of contract claims. We conclude that the damages awarded- by the trial court are barred by the statute of limitations and therefore reverse and render judgment that RMIT take nothing on these claims. Because we do so, we also reverse the trial court’s award of treble damages under Colorado law and the, trial court’s award of attorney’s fees and court costs.

, In a single issue on cross-appeal, RMIT contends that the trial court erred in concluding that it waived its right to damages from underpaid commissions occurring after May 1, 2006. We hold RMIT waived its right to any damages not barred by the statute of limitations. We therefore affirm the portion of the.trial court’s judgment denying any relief not granted.

. Background

In August 2001, Texcel entered into a Sales Representative Agreement with RMIT. In pertinent part, the agreement provided: “The commission rate is 9% for all sales, existing and new sales.” The agreement went on to state:

NOTE: This'commission' structure has been designed for the. benefit of both parties. It -is understood that, this rate will be evaluated after some time and possibly adjusted as necessary to allow a greater territory expansion for RMIT as warranted and or a different commission rate. , ,
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From time to time a specific order may suggest a mutually agreed upon commission rate. This will be discussed and agreed upon at the tim.e of quotation.

In a section entitled Revisions, the agreement stated: “Any revisions to this agreement must be done in writing and accepted by both parties.”

In October 2001, Texcel lowered • the commission rate to five percent. The trial court found that the reduction was without RMIT’s knowledge or agreement.- The parties operated under the agreement until Texcel terminated the agreement. The termination went into effect on February 29, 2012. The parties do not dispute that from October 1, 2001 until the agreement was terminated, Texcel paid RMIT a five-percent commission on all sales.

On September 10, 2012, RMIT filed suit against Texcel to collect the underpaid commissions. RMIT asserted that Texcel breached the contract by paying commissions at five percent between January 2008 and February 2012. when the contract called for nine percent.- RMIT also asserted a, violation of a Colorado statute which allowed it collect treble damages on the underpaid commissions.

In its answer, Texcel asserted numerous affirmative . defenses, including . that RMIT’s claims had been waived and were barred by the statute of limitations. Tex-cel also filed a counterclaim seeking a declaratory judgment that the agreement did not require it to obtain written approval from RMIT to change the commission rate [785]*785or expand. RMIT’s territory. Notwithstanding the sales agreement’s revisions section, which required any revisions to be in writing and accepted by both parties, Texcel asserted that the provision entitled “Note” allowed it to adjust the commission rate unilaterally. Alternatively, Texcel sought a declaratory judgment, that the parties had modified the agreement orally.

Following a bench trial, the trial court rendered judgment in favor of RMIT. The court awarded $21,589.88 for underpaid commissions from October 1, 2001 to May 1, 2006 and $43,179.76 in additional damages under the Colorado statute. It also awarded RMIT $76,235.10 in reasonable attorneys’ fees and court costs. Subsequently, the trial court signed findings of fact and conclusions of law. Texcel filed a notice of appeal, and RMIT filed a notice of cross-appeal.

Analysis

I. The damages awarded by the trial court for commissions underpaid from October 1, 2001 to May 1, 2006 are barfed by limitations.

In its first issue, Texcel argues that the trial court erred in awarding damages for alleged underpayments occurring between October 1, 2001 and May 1, 2006 because any such damages are barred by the statute of limitations. We begin our analysis by considering whether Texcel preserved this issue for our review.

Limitations is an affirmative defense that must be specifically pleaded and proved. Intermedics, Inc. v. Grady, 683 S.W.2d 842, 845 (Tex.App.-Houston [1st Dist.] 1984, writ ref'd n.r.e.). In addition, a party asserting an affirmative defense in a bench trial must request findings in support of that defense in order to avoid waiver on .appeal. Sears, Roebuck & Co. v. Nichols, 819 S.W.2d 900, 907 (Tex.App.Houston [14th Dist.] 1991, writ denied). When the trial court makes findings that do not establish any element of a defense, the party relying upon that defense must file- a request for additional findings to avoid waiver of that defense on appeal. Id. .

' In this case, Texcel’s pleadings raised the statute of limitations repeatedly as an affirmative defense. Texcel also requested findings of fact and conclusions óf law, which the trial court issued.' In firiding of fact 6, the trial court concluded Texcel underpaid commissions from October 2001 until February 2012. In finding of fact nine, the trial court included a chart in which it calculated the amount of commissions that Texcel owed but did not- pay RMIT in each year from 2001 until 2012. In conclusion of law three, the trial 'cdurt concluded that these - underpayments breached the parties’ contract. Because the trial court concluded that RMIT had waived its right to receive underpaid commissions owed after May 1, 2006, it awarded RMIT damages for the underpaid commissions only from October 1, 2001 to May 1, 2006. In conclusion of law eleven, the trial court concluded that Texcel “failed to prove any of its alleged affirmative defenses other than waiver.” No motion for new trial, objection to the trial court’s findings of fact or conclusions of law, or request for additional or amended findings or conclusions appear in our record, and the parties do not argue that any was made.

The trial court’s findings establish elements of Texcel’s limitations defense by charting when the underpayments .occurred. No party has contended that any other disputed facts needed to be resolved in order to determine whether RMIT’s claims for breach of contract regarding those underpayments were barred by limitations. For these reasons, no request for additional findings was necessary to pre[786]*786serve Texcel’s limitations issue for appellate review. See Sears, Roebuck & Co.,

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Bluebook (online)
494 S.W.3d 781, 2016 Tex. App. LEXIS 2650, 2016 WL 1051786, Counsel Stack Legal Research, https://law.counselstack.com/opinion/trelltex-inc-v-intecx-llc-texapp-2016.