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Emmer v. Phillips Petroleum Co.

Citations: 668 S.W.2d 487; 1984 Tex. App. LEXIS 5287Docket: 07-82-0047-CV

Court: Court of Appeals of Texas; March 27, 1984; Texas; State Appellate Court

Narrative Opinion Summary

In this appellate case, the Rubins, as appellants, challenged a summary judgment in favor of Phillips Petroleum Company, the appellee, arising from a contractual dispute over jointly owned gas compressors. Originally, a written contract from May 6, 1960, permitted Phillips to salvage the compressors under certain conditions, with later amendments allowing broader utilization. By 1975, Phillips ceased gas purchases from the Burnett lease, which the Rubins claimed effectively terminated the contract, entitling them to compensation based on quantum meruit for services rendered post-expiration. The Rubins sought recovery of profits, arguing for compensation at market rates rather than the contractual rate. Phillips opposed, asserting the 1960 agreement governed all operations. On appeal, the court found genuine issues of material fact regarding the existence and terms of any implied contract after the express contract's expiration, particularly concerning the compensation rate. The appellate court thus reversed the trial court's summary judgment, remanding for further proceedings to address these unresolved factual issues.

Legal Issues Addressed

Express vs. Implied Contractual Terms

Application: The court emphasized that express contracts take precedence over conflicting implied terms, but post-expiration conduct can lead to implied terms if factual disputes exist.

Reasoning: The core question remains the nature of the contractual relationship, with express contracts taking precedence over conflicting implied terms.

Implied Contract Formation

Application: The case discusses the possibility of an implied contract arising from the parties' conduct after the expiration of an express contract.

Reasoning: Absence of an express contract does not prevent the formation of a contractual relationship through the parties' actions, which may create an implied contract.

Quantum Meruit Claims

Application: The Rubins asserted a claim for quantum meruit, arguing that they are entitled to compensation based on reasonable market value for services rendered after the expiration of the express contract.

Reasoning: The appeal focuses on the Rubins' quantum meruit claims, asserting that the May 6 contract expired in late 1975 when Phillips ceased purchasing gas from the Burnett lease.

Summary Judgment Standards

Application: The court explained that for a summary judgment to be granted, the movant must show the absence of genuine issues of material fact and entitlement to judgment as a matter of law.

Reasoning: The court outlines the principles of summary judgment, explaining that the movant must show the absence of genuine issues of material fact and entitlement to judgment as a matter of law.