Morgan Buildings & Spas, Inc. v. Humane Society of Southeast Texas

Concurring and Dissenting Opinion

STEVE McKEITHEN, Chief Justice.

Although I concur with part of the majority opinion, I respectfully dissent in part. Because I believe the contract includes a merger clause that is clear and unambiguous, and the parol evidence rule precludes consideration of the extra-contractual evidence upon which the majority relies, I would hold that Morgan did not breach the contract.

The purchase agreement Meyers signed with Morgan was on 8½" x 14" paper, and Meyers admitted she did not carefully read the document before she signed it. The purchase agreement provided that Humane agreed to purchase a 14' x 32' x 6' steel-framed building with custom double swing-open doors on both ends. Above the signature line, the contract stated in large, upper-case letters: “read both sides before signing[.]” Below that statement, the agreement provided,

I acknowledge that the additional terms and conditions printed below and on the back of this agreement are agreed to as part of this agreement the same as if printed above my signature. By signing below, I am agreeing to purchase the described product, together with the optional equipment and accessories described hereon. This agreement contains the entire understanding between you and Morgan and no other representation or inducement, verbal or written, has been made which is not written hereon.

At the bottom of the first page of the contract was a second statement that both sides of the contract were part of the agreement. The contract further stated, “Morgan makes no representation or warranty of any kind, expressed [sic] or implied, as to merchantability, fitness for a particular purpose, [or] the compliance or *493conformity of the building(s) with any applicable zoning, building, electrical or plumbing code....” The provision disclaiming express or implied warranties was in significantly larger type than the rest of the contract. The contract also stated in large bold, upper-case letters that “Morgan shall not be responsible for any incidental or consequential damages whatsoever resulting from the performance of this contract, whether damages are general or special and whether arising from breach of contract or tort.”

In addition, the contract stated, “[n]o agent, employee[,] or representative of Morgan has any authority to bind Morgan to any affirmation, representation!;,] or warranty concerning the building(s) that is not specifically set forth on this Contract!;,]” “[t]his Contract contains the entire agreement between Morgan and purchaser with respect to the building(s)[,]” “[t]here are no other promises, agreements [,] or warranties affecting the work to be performed hereunder[,]” and “[a]ll previous contracts, offers, solicitations, bids, proposals and communications relating to the building(s), oral or written, are hereby superseded except to the extent that they have been expressly incorporated into this written Contract.” Finally, the purchase agreement also provided that the contract “may not be modified other than in writing. Any such modification(s) will be binding on the parties only if signed by all the parties to this Contract.” On the same date that the parties entered into the purchase agreement, they also executed a document entitled “Clear Span Steel Buildings Specifications and Drawing” (“the specifications”). The specifications indicated that Humane was to provide the slab and the base rail, and Morgan was to install an actual-width IB' 9" x 81' x 6' building with almond-colored siding and green roof and trim.9

As the majority acknowledges, the purchase agreement contains a merger clause, which states that the purchase agreement constitutes the entire agreement between the parties and supersedes any previous communications, contracts, offers, solicitations, and bids, as well as a provision stating that no representative of Morgan has the authority to make representations that would bind Morgan. The purchase agreement does not provide that the building will accommodate Humane’s shelving; that it will not contain bracing; that it will be water proof, weather proof, and rodent proof; that the building will be secure from theft; or that the building will not be rusted. In fact, the purchase agreement contains no express warranties within its four corners. Therefore, the only way such terms could have become part of the parties’ agreement (either as a term of the contract or as a warranty) was via either Sonnier’s representations or the model Meyers viewed at Morgan’s place of business.

Section 2.318(a)(3) of the Texas Business and Commerce Code provides as follows:

(a) Express warranties by the seller are created as follows:
[[Image here]]
(3) Any sample or model which is made part of the basis of the bargain creates an express warranty that the whole of the goods shall conform to the sample or model.

Tex. Bus. & Com.Code Ann. § 2.313(a)(3) (Vernon 1994). However, under section 2.316, a seller may disclaim both express and implied warranties. See id. § 2.316(a), (b). If the disclaimer of warranties is valid, then all implied warranties, as well *494as any express warranty created by the model carport, were disclaimed by the written purchase agreement. See id.; see generally Balderson-Berger Equip. Co., Inc. v. Blount, 653 S.W.2d 902, 908 (Tex. App.-Amarillo 1983, no writ). Furthermore, because the contract contained a merger clause, a model viewed by Meyers before the execution of the purchase agreement is not a term of the contract. See generally Advertising & Policy Comm. of the Avis Rent A Car Sys. v. Avis Rent A Car Sys., 780 S.W.2d 391, 394-96 (Tex.App.-Houston [14th Dist.] 1989), vacated on other grounds, 796 S.W.2d 707 (Tex.1990); Weinacht v. Phillips Coal Co., 673 S.W.2d 677, 679 (Tex.App.-Dallas 1984, no writ) (Presence of merger clause in contract creates a presumption that a contract extinguished all other agreements and understandings.).

As previously stated, the purchase agreement contained the following provision: “Morgan makes no representation or warranty of any kind, expressed or implied, as to merchantability, fitness for a particular purpose, [or] the compliance or conformity of the building(s) with any applicable zoning, building, electrical or plumbing code.... ” Section 2.316(b) of the Texas Business and Commerce Code provides that “to exclude or modify the implied warranty of merchantability ... the language must mention merchantability and in case of a writing must be conspicuous, and to exclude or modify any implied warranty of fitness the exclusion must be by a writing and conspicuous.” Tex. Bus. & Com.Code Ann. § 2.316(b). Under the statute,

[a] term or clause is conspicuous when it is so written that a reasonable person against whom it is to operate ought to have noticed it. A printed heading in capitals ... is conspicuous. Language in the body of a form is ‘conspicuous’ if it is in larger or other contrasting type or color.

Tex. Bus. & Com.Code Ann. § 1.201(10) (Vernon 1994).

In this case, the written disclaimer of warranties was preceded by a centered heading in bold print and upper-case letters, which stated, “No Warranty/No Consequential or Incidental Damages,” and the disclaimer itself was written in bold print, all upper-case letters, and mentioned the word “merchantability.” Therefore, the disclaimer was conspicuous, and the model did not become part of the contract or create a warranty. See id. §§ 1.201(10), 2.316(b).

With respect to Sonnier’s alleged representations, the contract contains a clear and unambiguous merger clause, as well as a clause that provides Morgan will not be bound by its employees’ representations. In my view, the majority errs both by finding that despite the merger clause, the contract was not fully integrated, and by failing to give effect to the clause concerning representations made by Morgan’s employees. In interpreting contracts, courts should favor an interpretation that does not render any of the contract’s provisions meaningless. Coker v. Coker, 650 S.W.2d 391, 394 (Tex.1983). Under the majority’s analysis, when an unambiguous contract is silent regarding an issue, terms not included within its four corners can be read into the contract because such terms do not contradict any express terms of the written agreement. Unlike the situation presented in Bob Robertson, Inc. v. Webster, 679 S.W.2d 683, 688-89 (Tex.App.-Houston [1st Dist.] 1984, no writ), the written contract in this case does not contain any provisions that contradict the merger clause. In addition, section 2.202 only permits parol evidence of consistent additional terms when the parties did not intend the written agreement to be the exclusive *495statement of their agreement. See Tex. Bus. & Com.Code Ann. § 2.202.

Conclusion

I agree with the majority that the DTPA, fraud, and warranty claims have no merit. Because I also believe the breach of contract claim is without merit, I would reverse and render judgment that Humane take nothing from Morgan.

. According to the specifications, the nominal width of the building would be fourteen feet, and the nominal length would be thirty-two feet.