Pro Health, LLC v. Elite Jet Solutions, LLC

Summary

The Texas Court of Appeals, Second Appellate District, Fort Worth, reviews a second appeal concerning whether an aircraft brokerage agreement required Pro Health to pay Elite Jet Solutions a commission. The court holds that the agreement’s references to a sale during the listing period use the ordinary meaning of sale, which requires passage of title, and that the broker did not conclusively establish that the sale occurred before the listing period ended. The court reverses the summary judgment and remands for further proceedings.

Holdings

1. The Listing Agreement was unambiguous as to the meaning of sale, and the sale was completed when title transferred. Because title transferred on October 25, 2019, after the October 20 listing-period expiration, Elite Jet did not conclusively establish entitlement to a commission under Paragraph 3 or Paragraph 6(a).
2. Elite Jet did not conclusively establish that Pro Health purposely delayed closing or breached the Listing Agreement by closing after the listing period.
3. Elite Jet did not conclusively establish anticipatory breach because Pro Health's conduct did not prevent Elite Jet from procuring a buyer or communicate an absolute and unconditional refusal to perform.
4. Elite Jet did not conclusively prove that Pro Health breached the Listing Agreement by refusing to pay a commission, so the trial court erred by granting Elite Jet summary judgment.

Questions Presented

1. Whether Elite Jet conclusively established that the aircraft was sold during the listing period under Paragraphs 3 or 6(a) of the Listing Agreement.
2. Whether Pro Health purposely delayed closing the sale and thereby breached the Listing Agreement.
3. Whether Pro Health anticipatorily breached the Listing Agreement by selling the aircraft before the listing period expired.
4. Whether the trial court erred by incorporating the prior reversed judgment into the 2025 final judgment.

Disposition

reversed_and_remanded