Medallion Homes, Inc. v. Thermar Investments, Inc.

Summary

The Texas Court of Appeals affirmed a trial court judgment awarding Medallion Homes, Inc. $30,000 in breach-of-contract damages and $10,000 in attorney's fees against Thermar Investments, Inc. The court rejected Medallion's claims concerning an implied warranty of title, individual liability of Thermar's president, DTPA violations, a partnership between Thermar and Wooten, Inc., and additional consequential damages. The court held that Medallion had actual and constructive notice of First City's ownership and that the unapproved assignment did not establish an actionable breach or fraud.

Holdings

1. Thermar did not breach an implied warranty of title because Medallion had actual and constructive notice that First City owned the lots, and the recorded assignment creating the title cloud was invalid and not shown to be Thermar's responsibility. The asserted DTPA claim therefore failed.
2. T.C. Simmons was not individually liable because he signed the contract as Thermar's president, there was no evidence that he acted in his individual capacity, and the complained-of conduct did not constitute fraud.
3. The evidence supported the trial court's finding that no partnership existed between Thermar and C. Foster Wooten, Inc.
4. Medallion was not entitled to the claimed consequential damages because it did not establish that the damages were recoverable under the governing foreseeability and certainty requirements.

Questions Presented

1. Whether Thermar breached an implied warranty of title or marketability, and whether that breach supported liability under the Texas Deceptive Trade Practices Act.
2. Whether T.C. Simmons was individually liable for fraud or other tortious conduct allegedly committed while acting as Thermar's president.
3. Whether Thermar and C. Foster Wooten, Inc. formed a partnership.
4. Whether Medallion established recoverable consequential damages from Thermar's breach of contract.

Disposition

affirmed