Cheyenne Partners, LLC and Jason Alan Kitts v. Rainbow International, LLC and The Grounds Guys, LLC

Summary

The Court of Appeals for the Tenth Appellate District of Texas affirmed a judgment for Rainbow International, LLC and The Grounds Guys, LLC in a dispute involving Michigan franchise agreements. The court held that the appellants waived their choice-of-law argument, found sufficient evidence supporting breach of contract and termination, and held that the appellants waived review of their affirmative defenses and counterclaims because the relevant pleading was not included in the appellate record.

Holdings

1. Appellants waived their contention that Michigan law applied because they did not properly invoke foreign law in the trial court through the required request for judicial notice and request for application of foreign law, and did not otherwise timely and specifically present the choice-of-law issue for a ruling.
2. Even assuming some breach theories required notice and an opportunity to cure and could be considered legally invalid, any commingling with other theories did not warrant reversal because the record supported independent theories of liability and the commingling did not probably cause an improper judgment or prevent proper presentation of the appeal.
3. The evidence was legally and factually sufficient to support the finding that Appellants breached the Rainbow franchise agreement.
4. Appellants waived their complaints concerning the denial of their affirmative defenses and counterclaims because the appellate record did not contain the pleading filed in the district court that set forth those defenses and claims.

Questions Presented

1. Whether Appellants preserved and properly invoked the application of Michigan franchise law.
2. Whether the judgment was impermissibly based on commingled legally invalid breach theories under Crown Life Insurance Co. v. Casteel.
3. Whether legally and factually sufficient evidence supported the finding that Appellants breached the Rainbow franchise agreement and whether notice and an opportunity to cure were required.
4. Whether Appellants established their affirmative defenses of fraud, fraudulent nondisclosure, violation of Michigan law, and prior material breach.
5. Whether Appellants established their counterclaims for fraud, breach of contract, violations of the Texas Deceptive Trade Practices Act, and violations of Michigan's Franchise Investment Law.

Disposition

affirmed