Miga v. Jensen

CAYCE, C.J.,

dissenting opinion.

I respectfully dissent. There are three irrefutable facts in this case that compel us to reverse the trial court’s summary judgment and render judgment in favor of Miga:

• Jensen made an “unconditional tender” of $23.4 million to Miga pursuant to the clear and unambiguous terms of their Rule 11 agreement for the express purpose of terminating the accrual of postjudgment interest on that sum.
• Jensen reserved the right to appeal the judgment, but he did not reserve the right to a refund of the payment in the event his appeal was successful.
• Jensen paid the money to Miga voluntarily — he had no obligation to pay any amount of money to Miga to satisfy the judgment because he had posted a supersedeas bond that fully secured the judgment.

These facts preclude Jensen from recovering the money from Miga under the theory of restitution as a matter of law.1

To avoid this result, however, the majority makes three novel and facially errone*93ous pronouncements, none of which have any basis in the law or the facts of this case. First, the majority holds that Jensen’s “unconditional tender” is, indeed, conditional, and that, contrary to the plain and ordinary meaning of this term, when used in an agreement such as the one here, it means that the party who accepts the tender only has the “unconditional right to use the money” pending the outcome of the appeal. Wholly ignoring the substantial benefits Jensen gained from the agreement,2 and relying entirely on hindsight, the majority reasons that it “would not make sense” to interpret the word “unconditional” in accordance with its commonly understood meaning because to do so would make his appeal of the judgment “fruitless” — notwithstanding the fact that Jensen would remain hable to Miga under the judgment for over $6 million if he did not appeal.3

Second, the majority holds that when a judgment debtor expresses an intent to exercise his right to appeal in connection with an unconditional tender of money paid to the judgment creditor pursuant to the terms and conditions of a Rule 11 agreement, the judgment debtor has an “implicit” right to a refund if the appeal is successful.4 According to the majority opinion, this implicit reservation of refund rights trumps the express terms of the written agreement foreclosing such rights — even when the refund would be detrimental to the judgment creditor.5

*94Third, after noting two decisions of the Supreme Court of Texas supporting Miga’s argument that Jensen’s payment was made voluntarily and without duress,6 the majority departs from the controlling principles of those cases and holds that, when Jensen made his unconditional tender of $23.4 million toward the satisfaction of the judgment to terminate the accrual of postjudgment interest, he was not acting voluntarily. Rather, the majority concludes Jensen was acting under “economic duress,” even though he had the demonstrated ability to avoid paying Miga the $23.4 million by obtaining a supersedeas bond that fully secured the judgment.

When interpreting contracts, the role of courts is to “ascertain the true intentions of the parties as expressed in the instrument.” Coker v. Coker, 650 S.W.2d 391, 393 (Tex.1983). We are to determine what the parties’ expressed intent is, not what we believe it should be — upholding only those parts of their agreement that “make sense” to us and rejecting those that do not. We are also “prohibited from supplying terms, provisions, or conditions not previously agreed upon by the parties.” Donzis v. McLaughlin, 981 S.W.2d 58, 65 (Tex.App.-San Antonio 1998, no pet.). The parties to a contract are considered “masters of their own choices” and “each is entitled to rely upon the words selected to demarcate their respective obligations and rights.” ASI Tech., Inc. v. Johnson Equip. Co., 75 S.W.3d 545, 549 (Tex.App.San Antonio 2002, pet. denied) (quoting Cross Timbers Oil Co. v. Exxon Corp., 22 S.W.3d 24, 26 (Tex.App.-Amarillo 2000, no pet.)).

Because I believe the majority has violated these well-established principles of contract interpretation,7 and misapplied the principles of duress and the voluntary payment rule, I must respectfully dissent. I would reverse the judgment of the trial court and render judgment that Jensen take nothing on all of his quasi-contract claims against Miga.

. Restatement (First) of Restitution § 112 (1937) ("A person who without mistake, coercion or request has unconditionally conferred a benefit upon another is not entitled to restitution, except where the benefit was conferred under circumstances making such action necessary for the protection of the interests of the other or of third persons.”); see also Dallas County Community College Dist. v. Bolton, 185 S.W.3d 868, 883 (Tex.2005) (students not entitled to refund of fees because payment was voluntary and not under *93duress); Fortune Prod. Co. v. Conoco, Inc., 52 S.W.3d 671, 684 (Tex.2000) ("When a valid express contract covers the subject matter of the parties’ dispute, there can be no recovery under a quasi-contract theory.”); Allstate Ins. v. Felts, No. 09-92-00239-CV, 1993 WL 367053 at *3 (Tex.App.-Beaumont, Sept. 16, 1993, writ denied) (not designated for publication) ("unconditional” means that the paying party "has no intent to attempt to recover the funds”).

.As a result of the agreement, no further postjudgment interest would accrue on $23.4 million of the judgment amount, Jensen’s su-persedeas bond obligation was reduced from $29.5 million to approximately $6.1 million, and the collateral securing the $23.4 million portion of the bond would be released to Jensen. Miga’s appellate counsel explains the circumstances surrounding the Rule 11 agreement as follows:

At the time of the agreement, this Court had just affirmed nearly all of the trial court’s judgment against Jensen (while also affirming the denial of Miga’s punitive damages award, striking the $1,034,400 actual damages award, and denying prejudgment interest). Facing the continuing accrual of post judgment interest while both parties contemplated further appeals to the Texas Supreme Court, Jensen had at least two choices regarding the existing judgment liability. Obviously, he could have left the supersedeas bond in place and continued to fund the accruing post judgment interest — a logical and economically neutral choice if he believed he would ultimately prevail and obtain the release of his bond collateral. But given the statistical odds against the Supreme Court even reviewing, much less reversing, the judgment against him, Jensen chose certainty (stopping the accrual of post judgment interest) over speculation (waiting for a potential reversal so he could recover his collateral). He did so by unconditionally paying Miga an amount equal to the portion of the judgment that he very likely would owe in any event.

. Despite Jensen’s unconditional tender of $23.4 million and the release of his bond collateral, there still remained a judgment against Jensen that was secured by a superse-deas bond of nearly $6.1 million. Jensen, therefore, had a justiciable interest in appealing to discharge the remaining judgment to obtain a release of the bond that secured it.

. The majority denies that adding this implicit term to the Rule 11 agreement in this case "add[s] an unstated condition to the parties’ agreement,” but, of course, that is exactly what the majority has done.

. Miga paid approximately $5 million in taxes on the money. Under the majority opinion, he must now pay Jensen the entire balance of the $23.4 million plus interest.

. Dallas County Community College List., 185 S.W.3d at 881 (students seeking refund of fees were not under duress when fees were paid because they "had options by which they could avoid paying the increased fee or at least lower the fee and still take college classes”); BMG Direct Mktg. v. Peake, 178 S.W.3d 763, 775 (Tex.2005) (money voluntarily paid, with full knowledge of the facts, in the absence of fraud, deception, duress or compulsion, cannot be recovered merely because the party at the time of payment was ignorant of or mistook the law as to his liability).

. The same rules governing the interpretation of contracts apply in construing court orders and Rule 11 agreements. Lone Star Cement Corp. v. Fair, 467 S.W.2d 402, 404-05 (Tex.1971).