Mohamad Kassira v. RHE Hatco, Inc. D/B/A Hatco ( 2010 )

COURT OF APPEALS
SECOND DISTRICT OF TEXAS
FORT WORTH
NO. 2-09-295-CV
MOHAMAD KASSIRA APPELLANT
V.
RHE HATCO, INC. D/B/A APPELLEE
HATCO
------------
FROM COUNTY COURT AT LAW NO. 1 OF TARRANT COUNTY
------------
MEMORANDUM OPINION1
------------
I. INTRODUCTION
Following judgment in the trial court awarding RHE Hatco, Inc. d/b/a Hatco,
formerly known as Hat Brands, Inc., $44,475.22 for an outstanding account
balance, Appellant Mohamad Kassira contends in two issues that he was not the
1
See Tex. R. App. P. 47.4.
proper party responsible for the debt and that the trial court lacked jurisdiction.
We will affirm.
II. BACKGROUND
On or about May 15, 1996, Hatco extended an open account to Kassira on
behalf of Western Fashion2 for the purchase of western hats and merchandise.
To establish the credit account, Kassira completed a new account application
and executed a credit agreement. On the credit agreement, Kassira signed his
name on the authorized signature line and listed his title as ―owner.‖ The
agreement later lists Kassira as a salesman and his father as ―owner.‖ Hatco
provided goods to Western Fashion through the open account for the next
several years. During October 2006, Western Fashion placed several large
orders with Hatco on its account. Hatco sent Western Fashion the goods around
December 2006. Payment for those shipments was due between January and
March 2007. Despite several collection attempts, Western Fashion never paid
the outstanding invoices. The unpaid balance eventually totaled $44,475.22.
Hatco filed suit against Kassira and his father in February 2007. The trial
court entered a default judgment against both defendants in April 2007, awarding
damages to Hatco for the full amount of the unpaid balance. It later set the
judgment aside when the court granted Kassira’s petition for bill of review.
2
Kassira and his father owned and operated the proprietorship Western
Fashion a/k/a Western Fashion Design, Inc.
2
At Kassira’s bench trial, Walter Overton, the director of credit for Hatco at
the time the credit account was initiated with Kassira, testified that he handled
Western Fashion’s account. Overton stated that he spoke directly with Kassira
on multiple occasions over the phone regarding Western Fashion’s account.
Overton said that he did not recall ever speaking to Kassira’s father and that he
dealt only with Kassira because Hatco’s files listed Kassira as the owner of
Western Fashion. Overton averred that at all times during his dealings with
Western Fashion, he believed Kassira to be the owner.
Leta French, the director of credit for Hatco at the time of trial, also testified
that she believed Kassira to be the owner of Western Fashion. French asserted
that there was no reason for Kassira’s name to be listed on the credit agreement
if he was merely an employee of Western Fashion. French stated that Hatco’s
dealings with Kassira were predicated on the information included in the credit
agreement and for that reason, she believed Kassira to be the owner because
that is what he put on the application. French further stated that Kassira routinely
signed the checks sent for payment of invoices on the Western Fashion account.
Kassira testified at trial through a translator.3 He stated that he was
employed by his father at Western Fashion as a purchasing agent but had no
ownership interest in the store. Kassira said that he did not fill out any
information or write on any part of the credit agreement, nor did he know who
3
Overton testified that Kassira both understood and spoke English and that
he conducted all his business with Hatco in English.
3
actually did fill out the agreement, but that it was, in fact, his signature on the
signature line. Kassira said that his father told him to sign the agreement so that
Kassira ―would have the right to purchase‖ but that he did not understand all the
consequences of signing the credit agreement. By Kassira’s account, he never
spoke with anyone at Hatco and specifically denied ever having any
conversations with Overton. Kassira agreed that he signed the checks that were
sent to Hatco to pay Western Fashion invoices, but insisted he was just
performing his job duties.
The trial court entered a judgment awarding Hatco $44,475.22 plus interest
and attorney’s fees. The court also ordered that Kassira take nothing on his
counterclaims seeking attorney’s fees, expenses, sanctions, and punitive
damages. This appeal followed.
Prior to submission, this court sent two notices to Kassira advising him that
his brief was deficient due to failure to conform with the Texas Rules of Appellate
Procedure. See Tex. R. App. P. 9.5, 38.
III. DISCUSSION
Kassira claims that he is not responsible for the debt owed by Western
Fashion to Hatco because he was not the owner of Western Fashion and was
merely an employee of his father, whom he contends was the owner. Because
this debt was owed by his father, Kassira claims the debt was discharged when
4
his father filed for bankruptcy.4 Hatco responds that Kassira failed to adequately
brief this issue for appellate review and that any alleged error is therefore waived.
Texas Rule of Appellate Procedure 38.1(i) states that an appellant’s ―brief
must contain a clear and concise argument for the contentions made, with
appropriate citations to authorities and to the record.‖ Tex. R. App. P. 38.1(i).
Furthermore, as a general rule, an appellate court will not consider an issue
raised by an appellant where the appellant fails to provide any legal argument to
support his claim. See Hamilton v. Williams, 298 S.W.3d 334, 337 (Tex. App.—
Fort Worth 2009, pet. denied). This is so because an issue unsupported by
citation to any legal authority presents nothing for the court to review. AMX
Enters., L.L.P. v. Master Realty Corp., 283 S.W.3d 506, 525 (Tex. App.—Fort
Worth 2009, no pet.) (citing Strange v. Cont'l Cas. Co., 126 S.W.3d 676, 678
(Tex. App.—Dallas 2004, pet. denied), cert. denied, 543 U.S. 1076 (2005)).
Despite previous notification from this court advising Kassira of the deficiencies,
Kassira has generally failed to remedy his brief. Nonetheless, given his pro se
status, this Court accepted Kassira’s brief. But Kassira’s brief is wholly without
record citations. Additionally, Kassira offers no legal authority to support his
position that he gained immunity from the Hatco debt due to his father’s
discharge in bankruptcy. While Kassira does seem to present some argument
regarding his claim that Hatco lacked standing to sue, there is no application to
4
The record indicates that Hussein Kassira’s debt to Hatco was discharged
under Chapter 7 of the Bankruptcy Code on or around May 7, 2008.
5
Hatco’s evidence and testimony to the contrary presented at trial. Lastly, Kassira
seemingly asserts that the trial court erred when it denied his plea to the
jurisdiction, but he again fails to sufficiently employ legal and factual analysis
which would show how error may have occurred.
Nevertheless, in the interest of justice, we will address the arguments
Kassira attempts to present. Kassira asserts that Hatco lacked standing to sue
him because the credit agreement signed by Kassira identifies Hatco by its
former name, Hat Brands, Inc. Kassira further claims that the trial court erred by
denying his plea to the jurisdiction. We disagree.
1. Standing
In his first issue, Kassira contends that because the name listed on the
credit agreement that he signed on behalf of Western Fashion shows Hat
Brands, Inc. as the creditor entity and not Hatco, there has been no contractual
relationship established between Kassira and Hatco. As such, Kassira contends
that Hatco has no justiciable interest in this suit and therefore no standing to
initiate suit because it is not the appropriate creditor.
For any person to maintain a suit, it is necessary that the person has
standing to litigate the matters in issue. Standing consists of some interest
peculiar to the person individually and not as a member of the general public.
Hunt v. Bass, 664 S.W.2d 323, 324 (Tex. 1984). The issue of standing focuses
on whether a party has a sufficient relationship with the lawsuit so as to have a
justiciable interest in its outcome. Austin Nursing Ctr., Inc. v. Lovato, 171 S.W.3d
6
845, 848 (Tex. 2005). In Texas, the standing doctrine requires that there be
(1) ―a real controversy between the parties‖ that (2) ―will be actually determined
by the judicial declaration sought.‖ Nootsie, Ltd. v. Williamson Cnty. Appraisal
Dist., 925 S.W.2d 659, 662 (Tex. 1996) (quoting Tex. Ass’n of Bus. v. Tex. Air
Control Bd., 852 S.W.2d 440, 443–44 (Tex. 1993)). Implicit in these
requirements is that litigants are properly situated to be entitled to a judicial
determination. Lovato, 171 S.W.3d at 849. Without standing, a court lacks
subject matter jurisdiction to hear the case. Tex. Ass'n of Bus., 852 S.W.2d at
443. Thus, the issue of standing may be raised at any time, including for the first
time on appeal. Id. at 445.
The testimony at trial by French, the director of credit for Hatco at the time
of trial, and Overton, the former director of credit at the time the credit agreement
with Kassira was initiated, indicated that Hatco is the entity formerly known as
Hat Brands, Inc. before Hat Brands, Inc. changed its name in 1997. The credit
account extended by Hat Brands, Inc. remained in effect with Hatco after the
name change.
Hatco filed, as part of its response to Kassira’s plea to the jurisdiction, an
affidavit from French stating that Hatco sold goods to Kassira under the credit
agreement and that a systematic record had been kept of the same. Hatco
offered invoices of the transactions conducted between Kassira and Hatco and
an itemized accounting of Kassira’s outstanding balance with Hatco. Although
Kassira argues that Hatco has failed to establish standing because it has
7
provided no proof of an assignment of the credit agreement from Hat Brands, Inc.
to Hatco, the trial court was free to consider the other evidence offered by Hatco
in determining whether Hatco had standing. The evidence offered by Hatco
shows that an ongoing purchase-on-credit agreement existed between Hatco
and Kassira, that Kassira continued to do business with Hatco under the same
terms and based on the same course of dealing after Hat Brands, Inc. changed
its name to Hatco, and that Kassira failed to pay for goods and merchandise
received from Hatco via his credit account with them.
Because Hatco is the same entity as Hat Brands, Inc., the debt owed by
Kassira for the Western Fashion account is owed to Hatco. Therefore, Hatco has
a justiciable interest in litigating the debt owed to it for goods delivered to
Western Fashion on its open account. Hatco has standing to sue Kassira based
on the terms of the credit agreement extended by Hatco to Kassira. Because
Hatco has standing to sue Kassira on the contract, the trial court had appropriate
subject matter jurisdiction to hear the case. We overrule Kassira’s first issue.
See In re H & R Block Fin. Advisors, Inc., 235 S.W.3d 177, 178 (Tex. 2007)
(holding that a contracting party that has merely changed its name is still a
contracting party); see also In re ReadyOne Indus., Inc., 294 S.W.3d 764, 771
(Tex. App.—El Paso 2009, no pet.) (holding that a corporate name change does
not affect the contractual obligations of parties existing prior to the name change)
(citing Tex. Bus. Orgs. Code Ann. § 3.056, 3.057 (Vernon Supp. 2008)).
8
2. Plea to the Jurisdiction
In his second issue, Kassira seems to assert that the trial court erred by
denying his plea to the jurisdiction. Kassira used a plea to the jurisdiction as the
vehicle to raise his standing complaint in the trial court.
A plea to the jurisdiction is a dilatory plea used to defeat a cause of action
without regard to whether the claims asserted have merit. Tarrant Cnty. v.
McQuary, 310 S.W.3d 170, 172 (Tex. App.—Fort Worth 2010, pet. denied) (citing
Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 554 (Tex. 2000)); City of Fort
Worth v. Shilling, 266 S.W.3d 97, 101 (Tex. App.—Fort Worth 2008, pet.
denied)). The plea challenges a trial court’s authority to hear a case by alleging
that the factual allegations in the plaintiff’s pleadings, when taken as true, fail to
invoke the trial court’s jurisdiction. El Paso Cmty. Partners v. B & G/Sunrise Joint
Venture, 24 S.W.3d 620, 623 (Tex. App.—Austin 2000, no pet.). Whether the
trial court had subject matter jurisdiction is a question of law we review de novo.
McQuary, 310 S.W.3d at 172 (citing Tex. Natural Res. Conservation Comm’n v.
IT-Davy, 74 S.W.3d 849, 855 (Tex. 2002)).
Because we have already established that Hatco had standing to sue
Kassira for the outstanding balance on the Western Fashion account, we need
not address this issue any further. The trial court did not err by denying Kassira’s
plea to the jurisdiction. We overrule Kassira’s second issue.
9
IV. CONCLUSION
Having overruled both of Kassira’s issues, we affirm the trial court’s
judgment.
BILL MEIER
JUSTICE
PANEL: DAUPHINOT, WALKER, and MEIER, JJ.
DELIVERED: September 23, 2010
10