El Paso Natural Gas Co. v. Minco Oil & Gas Co.

*72 ON MOTION FOR REHEARING

Charles F. Doombos, individually and as trustee of the Charles F. Doornbos Revocable Trust, (Doornbos) moved for rehearing. Though a number of objections were made with regard to our opinion, only one needs addressing. It pertains to whether El Paso Natural Gas Company (El Paso) preserved argument vis-a-vis the defense of release. Specifically, Doornbos alleged that because El Paso failed to request findings of fact and conclusions of law regarding its claim that the February 1991 Termination Letter signed by the two parties constituted a release or waiver of all claims, it waived its opportunity to contend on appeal that the document effectuated a release or waiver. So too did he allege that the court is without power to find the document was a release. We agree.

A party asserting an affirmative defense (like release or waiver) in a trial before the court must request findings in support thereof in order to avoid waiver. Augusta Dev. Co. v. Fish Oil Well Serv. Co., 761 S.W.2d 538, 542 (Tex.App.—Corpus Christi 1988, no writ); First Coppell Bank v. Smith, 742 S.W.2d 454, 464-65 (Tex.App.—Dallas 1987, no writ); Pinnacle Homes, Inc. v. R.C.L. Offshore Eng. Co., 640 S.W.2d 629, 630 (Tex.App.--Houston [14th Dist.] 1982, writ refd n.r.e.). Furthermore, if the findings issued by the court do not encompass any element of the defense asserted, then the failure to request additional findings relevant thereto effects a waiver. Id.

Here, Doombos signed numerous documents over the life of the original 1979 take-or-pay contract which could be considered releases. Generally, they fell into three categories. The first encompassed the Amendatory Agreement, the second, the Monthly Releases, and the third, the February Termination Letter. In its findings of fact issued on October 23, 1995, and relating to unconscionability, the trial court held that the documents in the first and second categories were releases. Yet, it expressly refused to rule upon whether the Termination Letter was one.1 We conclude that this satisfied El Paso’s obligation to request a finding on the matter. Simply put, when a court states in its findings that it will not determine whether a document is a release, it is an exercise in futility to require the party arguing it is a release to again ask the court to hold it a release. The topic had been presented to the court, and the court clearly commented upon it in its findings. So, this was not a situation wherein no element of the defense went mentioned in the findings. However, this does not end the matter.

Because the Termination Letter was not found to be a release below, it became El Paso’s burden to prove on appeal that the document was a release, as a matter of law. Sterner v. Marathon Oil Co., 767 S.W.2d 686, 690 (Tex.1989) (to attack the adverse finding to an issue upon which it had the burden of proof, appellant had to assert that it had established justification or excuse as a matter of law). But, the question was never assigned a point of error. Nor was the topic expressly addressed anywhere in its brief. Rather, El Paso merely argued that the court’s findings regarding unconscionability, bad faith, and damages were insupportable. Nowhere in the brief did El Paso contend that the court erred in refusing to hold the February Termination Letter a release, nor that it had proved, as a matter of law, that the letter was a release. More importantly, we cannot raise points of error sua sponte. As the Texas Supreme Court recently reiterated, our task is to consider only those issues presented by the parties.2 Walling v. Metcalfe, 863 S.W.2d 56, 58 (Tex.1993). Thus, in holding that the Termination Letter was a release in our original opinion, we wrongly raised and resolved the factual question of whether the document was a release. So too did we make an original fact finding on the matter despite our inability to find facts, Rodriguez v. Ortegon, 616 S.W.2d 946, 950 (Tex.Civ.App.~Corpus Christi 1981, no writ), and El Paso’s failure to seek review *73of the issue. That was a mistake which now necessitates correction. We do so by recognizing that nowhere was the Termination Letter held to be a release and that El Paso failed to challenge the court’s refusal to so hold it. Finally, in recognizing our mistake, we must also reconsider portions of El Paso’s three points of error.

Point One — Unconscionability

In previously addressing point one, we held that the Termination Letter was not unconscionable and that the trial court abused its discretion when it found otherwise. We also concluded that the Termination Letter constituted a release. Given the latter conclusion, we thought it unnecessary to determine whether the trial court’s decision to hold the Amendatory Agreement and Monthly Releases unconscionable constituted an abuse of discretion. Now, that dispute must be resolved.

As to the Amendatory Agreement, the trial court did find it unconscionable given the presence of procedural and substantive abuse. The procedural abuse consisted of three purportedly misleading statements uttered by El Paso. The first involved the representation that the take-or-pay contract would be “more market responsive” with the modifications, the second, that the Amenda-tory Agreement “was an ‘opportunity”’ for Doornbos, and the third, that El Paso “was not obligated to take-or-pay for 80% of the aggregate maximum delivery capacity of seller’s wells.” The substantive abuse consisted of the absence of sufficient economic benefit flowing to Doornbos in return for signing the agreement. Yet, the trial court said nothing about the relative bargaining strength of the parties at the time the items were signed. Nor did it discuss the relative business acumen, knowledge, education, or financial ability of the parties or the presence or absence of viable business alternatives. To the extent that all these crucial indicia went unaddressed, the court did not permissibly exercise it discretion.

Moreover, we found nothing contradicting the evidence that Doornbos was anything other than a highly educated, financially successful individual experienced in the business of oil and gas. His acumen went so far as to cause him to surround himself with corporate officers cognizant in the law and oil and gas trade. Additionally, these individuals were accessible to him for legal advice when needed, according to the record. On the other hand, we find no evidence indicating that anyone objected to signing the Amendatory Agreement or attempted to renegotiate its terms before signing it. In sum, the record established that Doornbos merely signed the document when presented by El Paso. This too illustrates a basis for holding the trial court’s decision insupportable once the totality of the circumstances are perused.

As to the numerous Monthly Releases, they were also deemed unconscionable due to the presence of procedural and substantive abuse. According to the court, the former was exemplified by several misrepresentations relating to El Paso’s ability to take gas and its supposed desire to maximize the producer’s revenues. Furthermore, the substantive abuse consisted of an absence of a quid pro quo; that is, the Releases were too “one-sided” in favor of El Paso. Yet, as with the Amendatory Agreements, nothing was said about the parties’ relative bargaining power nor about Doornbos’ education, experience, business acumen, and financial strength. Nor was anything said about the existence of viable alternatives. And, upon considering the evidence on those matters we again see that Doornbos was an astutely successful businessman experienced in the matter of oil and gas. So too do we see evidence that neither he nor anyone else associated with him questioned El Paso’s conduct prior to signing approximately 80 Releases. See Resources Inv. Corp. v. Enron Corp., 669 F.Supp. 1038, 1042 (D.Colo.1987) (holding that multiple releases contained in 32 contracts signed over an 18 year period would indicate a lack of uneonsciona-bility). Indeed, one of the principals testified that he routinely signed the Monthly Releases because he thought Doornbos had a policy favoring the release of take-or-pay claims, not because he was duped by El Paso.

Finally, nothing of record indicates that simply refusing to execute the Monthly Releases, or the Amendatory Agreement for *74that matter, was an unrealistic option. Had the wells encompassed by the agreements been the only ones Doornbos had (which they were not) or had they been the only source of income (which they were not) then standing firm against, and suing, El Paso may not have been viable. But, the record does not support such a conclusion.

So, like the finding pertaining to the Amendatory Agreement, that regarding the Monthly Releases also constituted abused discretion. The trial court did not consider indicia highly relevant to the issue. Thus, we conclude as a matter of law that the indicia relied upon by the trial court were alone not enough to demonstrate unconseionability.

Point Two — Good Faith/Bad Faith

Under point two, El Paso questioned the court’s decision to 1) impose upon El Paso a duty to act in good faith vis-a-vis obtaining modification of the Amendatory Agreement and Monthly Releases and 2) find that the duty was breached. We previously failed to address that matter as it related to Doornbos because we incorrectly assumed that the February Termination Letter constituted a release. But, as illustrated above, that assumption was wrong. Therefore, we now consider it.

The applicable law and standard of review was sufficiently developed in our original opinion and need not be reiterated. Suffice it to say that the Texas Business and Commerce Code section 1.203 imposed upon El Paso the duty to act in good faith vis-a-vis the modification and performance of the original 1979 take-or-pay contract, the Amenda-tory Agreements, and the Monthly Releases. We further conclude that the trial court’s findings that El Paso breached the duty enjoyed factually sufficient evidentiary support. The evidence supporting our determination is the very same which supported the court’s findings vis-a-vis Mineo Oil & Gas Company (Mineo), since the record illustrates that El Paso treated both producers similarly. Again, rather than reiterate the evidence, we simply refer the parties to our analysis under point two to the original opinion.

Consequently, we now overrule, in tato, El Paso’s point of error two.3 The trial court did not err in refusing to enforce the Amen-datory Agreement and Monthly Releases since they were the product of bad faith. Sufficient evidence existed to support the findings and insulate them against attack as factually sufficent, despite the evidence to the contrary.

Point Three — Damages

Since we have determined that the trial court did not err in holding that the Amendatory Agreements and Monthly Releases were the product of bad faith, it is now incumbent upon us to address El Paso’s third point of error as it related to the award given Doornbos. As explained in our original opinion, El Paso argued that the sums awarded to both Doombos and Mineo “were based upon an average gas price which had no ‘competent’ evidentiary support.” As also previously explained by us when addressing the damages awarded to Mineo, we concluded that the record did contain the requisite supporting evidence. Rather than reiterate it, we again refer the parties to our original opinion and its analysis of that evidence. So to do we hold that the damages given Doorn-bos for El Paso’s breach of contract enjoyed legally and factually sufficient support.

Accordingly, we modify our judgment and opinion issued herein on December 10, 1997, affirm the trial court’s judgment, and deny Doombos’ motion for rehearing except to the extent he argued that we improperly determined that the Termination Letter constituted a release.

. Therein, it stated that “[t]he Court makes no ruling as to whether such language [in the Termination Letter] is sufficient to operate as a release of past take-or-pay damages.”

. Of course, we are always free to raise jurisdictional questions on our own.

. We note that the theories of unconseionability and good faith/bad faith, as found in the Texas Business and Commerce Code sections 1.203 and 2.302, are distinct. The focus of the former apparently lies on both parties while that of the latter lies upon the party accused of bad faith. Moreover, it may be that the existence of bad faith may be weighed in determining whether someone acted unconscionably, but it alone does not establish unconseionability. Again, the latter involves the consideration of a plethora of factors, not merely bad faith. So, while it may be that the evidence does not support a finding of unconseionability, that does not ipso facto warrant the conclusion that El Paso acted in good faith.