Citations
- 147 S.W.3d 444
Full opinion text
OPINION
Opinion by
PAUL W. GREEN, Justice.
This case arises from a contract dispute. Appellee San Felipe Agricultural, Manufacturing, & Irrigation Company (“San Felipe”) ran water through a ditch which traversed alongside and through a portion of property which appellant Elvira Casta-ño (“Castaño”) owned. Castaño filed suit against San Felipe and others, including appellees J.M. Stone (“Stone”) and David Bolner (“Bolner”), alleging several causes of action, including trespass and intentional infliction of emotional distress. A summary judgment was granted in favor of appellees Stone and Bolner. The case against San Felipe, however, went to mediation where a draft of a settlement agreement was created and signed by both parties. San Felipe subsequently modified the agreement, putting the terms into a formalized document which Castaño refused to sign, disputing several of the terms. San Felipe filed a motion for summary judgment against Castaño, claiming breach of settlement agreement. Following a hearing, the trial court granted San Felipe’s motion. Castaño now appeals in four issues.
BACKGROUND
San Felipe provides irrigation water to property owners. San Felipe supplies this water through a series of ditches, channeling the water onto the customers’ property. In order to facilitate this process, San Felipe obtained a blanket easement across 1500 acres in Del Rio, Texas. The easement provides for “sufficient ground on each side of the ... ditches as may be required for the widening, straightening or cleaning and repairing of said ditches and the passing along of hands and material for repairing, straightening and cleaning of said ditches.” In 1993, appellant Elvira Castaño purchased a tract of land located within the 1500 acres. Following Casta-no’s purchase of the land, San Felipe continued to access the ditch in order to maintain it, removing debris in order to prevent blockage of the water flow.
In December of 1996, Castaño filed suit against San Felipe and others, including appellees J.M. Stone and David Bolner, alleging trespass, intentional infliction of emotional distress, failure to provide water, and abandonment or adverse possession among other specific complaints. Stone and Bolner filed a motion for summary judgment along with a motion for a more definitive statement regarding the specific acts alleged against them. The trial court ordered Castaño to amend her first original petition to allow Stone and Bolner notice of the allegations against them. Castaño failed to timely amend her pleadings, and the court granted Stone and Bolner’s motion for summary judgment.
The case against San Felipe was sent to mediation, and, on May 29, 1997, Castaño, along with her attorney L. Brent Farney, and San Felipe reached an agreement which was signed by all of the parties involved. In the months that followed, several failed attempts were made to negotiate a final draft of the mediated settlement agreement (“MSA”). San Felipe sought to enforce the MSA, filing a motion for summary judgment as to Castano’s alleged breach. Shortly thereafter, Far-ney withdrew as Castano’s attorney. The court granted San Felipe’s motion, attaching a copy of the signed MSA and setting out the material terms therein.
Following the court’s decision on the summary judgment, a dispute arose over the location of a lateral easement on the Castaño property. Under the terms of the MSA, all disputes regarding the location of the easement were to be submitted to arbitration. After several attempts to schedule arbitration, the date of February 16, 2000, was finally set. Although Castaño appeared at the arbitration, she did not participate. The arbitrator determined the placement of the ditch to be as per the survey and found that San Felipe was entitled to remove two concrete structures which were erected after the settlement agreement was reached between Castaño and San Felipe. San Felipe then filed a motion to confirm the arbitration award.
Following the filing of San Felipe’s motion, Castaño filed a motion to recuse and disqualify, seeking to remove Judges Lee, Pendergrass, and Thurmond, the only judges in Yal Verde County District Court. The matter was referred to Administrative Judge Stephen Abies who then assigned the issue to Judge Mickey Pennington. Castaño failed to appear for the hearing, and Judge Pennington denied the motion. Judge Lee subsequently set San Felipe’s motion to confirm the arbitration award for a hearing. Castaño filed a second motion to disqualify shortly before this hearing was set to begin. In spite of Castano’s new motion, Judge Lee entered an order confirming the arbitration award.
Castaño now appeals from both summary judgments and the order confirming the arbitration award, as well as from the court’s alleged failure to hear the motions to disqualify.
San Felipe’s Motion For SummaRY Judgment
In her first issue, Castaño argues the trial court erred in granting the summary judgment in favor of San Felipe because she allegedly raised several genuine issues of material fact. In order to obtain a traditional summary judgment, the moving party must show that no genuine issue of material fact exists and that the party is entitled to judgment as a matter of law. Tex.R. Civ. P. 166a(c); Randall’s Food Mkts., Inc. v. Johnson, 891 S.W.2d 640, 644 (Tex.1995); Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548 (Tex.1985). In reviewing the grant of a summary judgment, we must indulge every reasonable inference and resolve any doubts in favor of the nonmovant. Johnson, 891 S.W.2d at 644; Nixon, 690 S.W.2d at 549. A defendant is entitled to summary judgment if the evidence disproves as a matter of law at least one element of the plaintiffs cause of action. Lear Siegler, Inc. v. Perez, 819 S.W.2d 470, 471 (Tex.1991). Once the movant has established a right to summary judgment, the burden shifts to the nonmovant to present evidence that would raise a genuine issue of material fact. City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671, 678 (Tex.1979).
On appeal, Castaño argues that San Felipe is not entitled to summary judgment because she has raised a genuine issue of material fact as to the enforceability of the MSA, as well as to her alleged breach of the MSA. She also contends that, if the summary judgment was erroneously granted, then the arbitration award was erroneously granted.
Enforceability of the Mediated Settlement Agreement
Castaño lists several reasons to support her contention that the mediated settlement agreement presented by San Felipe to the trial court is unenforceable. First, she argues that the agreement is not binding because it contains language contemplating “final documentation”, as well -as “subject to” language. Second, Castaño contends that there are four different versions of the MSA, creating a fact issue as to the parties’ intent to be bound. Finally, Castaño argues that the agreement cannot be enforceable as a Rule 11 agreement as contemplated by San Felipe.
“Final Documentation” and “Subject To” Language
First, Castaño argues that the MSA contains language which states that “final documentation” and “further documents” are necessary to reach a “closing” on the agreement, indicating the parties’ lack of intent to be bound by the MSA. She also cites “subject to” language in the document, arguing that this statement creates a condition precedent to the formation of the contract. Castaño points to case law indicating that the determination of whether formal documentation is a condition precedent to the formation of a contract or merely a memorial of an already enforceable contract is a question of fact for the jury. See Foreca, S.A. v. GRD Dev. Co., Inc., 758 S.W.2d 744, 746 (Tex.1988). The facts of Foreca, however, are not analogous to the facts of the case at hand.
In Foreca, the parties drafted an agreement containing material terms for the sale and purchase of amusement park rides. Foreca, 758 S.W.2d at 744. The document included the caveat that the agreement was, “subject to legal documentation contract to be drafted by” the attorneys. Id. The Texas Supreme Court found the intention of the parties to be an issue of fact. Id. at 746.
In the instant case, Castaño refers to language regarding “final documentation;” however, this language simply refers to the time period in which San Felipe was obligated to pay Castaño the agreed upon sum as compensation for her mental anguish: “upon execution of final documentation.” The original MSA also references “additional documents” but only insofar as these documents are necessary to “implement the provisions and spirit of’ the agreement. In fact, the agreement goes on to say that “notwithstanding such additional documents the parties confirm that this is a written settlement agreement as contemplated by Section 154.071 of the Texas Civil Practice and Remedies Code.” The statements referring to “closing” and performance “subject to” further action are also taken out of context. Unlike Foreca, none of these statements suggests or infers that the parties intended the agreement to be subject to any subsequent action by the parties or that these events were to be conditions precedent to the formation of an enforceable contract. Hardman v. Dault, 2 S.W.3d 378, 381 (Tex.App.-San Antonio 1999, no pet.). The language, therefore, fails to raise a fact issue as to whether the parties intended to be bound under the terms of the MSA.
Terms of the Mediated Settlement Agreement
A mediated settlement agreement is enforceable in the same manner as any other contract. Tex. Crv. PRAC. & Rem. Code Ann. § 154.071(a)(Vernon 1997); Hardman, 2 S.W.3d at 380. An agreement is enforceable if it is “complete within itself in every material detail, and ... contains all of the essential elements of the agreement.” Padilla v. LaFrance, 907 S.W.2d 454, 460 (Tex.1995); Hardman, 2 S.W.3d at 380. The intent of the parties to be bound is an essential element of an enforceable contract. Hardman, 2 S.W.3d at 380. Although this intent is often a question of fact, where that intent is clear and unambiguous on the face of the agreement, it may be determined as a matter of law. Id. As stated above, the intent of the parties to be bound is evident from the wording and context of the MSA. The only question remaining has to do with the applicable terms of the contract.
There are not, as Castaño suggests, four different versions of the mediated settlement agreement. The record shows two versions of the agreement attached to San Felipe’s motion for summary judgment. The first version of the MSA (“VI”) is partially typed and partially handwritten. It appears to be the working version of the agreement used at the actual mediation. The second version of the agreement attached to the motion for summary judgment (“V2”) is substantially the same as VI, with a few modifications and additional terms. It is a completely typed document, an attempt to finalize and formalize the agreement formed at the mediation. Castaño argues that what appear to be three of the last four pages of V2, one of which includes a signature page containing Castano’s signature, are confusingly added on in an attempt to “convince the trial court that Ms. Castaño had signed Version 2 when she did not.” However, a cursory reading of the documents makes it clear that these three pages were mistakenly inserted in the middle of V2 rather than at the end of VI where they belong. The original mediation agreement, VI, then, is a written and signed agreement, complete within itself in every material detail, and containing all of the essential elements of the agreement, including the amount of compensation to be paid to Castaño, the release of liabilities of both parties, and promises to perform by both parties. See Padilla, 907 S.W.2d at 460.
Castaño also contends that there are two other versions of the settlement agreement. According to Castaño, the third version (