Craig Maresh v. Manuela Martinez ( 2021 )

NUMBER 13-20-00045-CV
COURT OF APPEALS
THIRTEENTH DISTRICT OF TEXAS
CORPUS CHRISTI – EDINBURG
CRAIG MARESH, Appellant,
v.
MANUELA MARTINEZ, Appellee.
On appeal from the 335th District Court
of Burleson County, Texas.
MEMORANDUM OPINION
Before Justices Benavides, Hinojosa, and Tijerina
Memorandum Opinion by Justice Hinojosa
Appellant Craig Maresh sued appellee Manuela Martinez for deed reformation,
breach of contract, and declaratory relief, alleging that Martinez failed to convey the
mineral estate to certain property as required by the purchase contract between the
parties. Martinez filed a traditional motion for summary judgment on the affirmative
defense of limitations, which the trial court granted. In three issues, which we reorder,
Maresh argues that the trial court erred in granting summary judgment because: (1) there
are fact issues regarding whether Maresh’s reformation claim is barred by limitations; (2)
Martinez did not move for summary judgment on Maresh’s breach of contract and
declaratory relief claims; and (3) there are fact issues regarding the elements of Maresh’s
breach of contract claim. We affirm in part and reverse and remand in part. 1
I. BACKGROUND 2
On March 3, 2014, Maresh and Martinez executed a contract providing that
Maresh would purchase 89.9 acres of property owned by Martinez and her husband
Facundo, now deceased, for $325,000. Maresh partially financed the purchase with a
$250,000 promissory note held by Martinez. An addendum to the purchase contract
provided in relevant part as follows:
According to Maresh, the intent of this provision was to ensure that Maresh would have
title to the mineral estate once he paid the balance of the promissory note. Martinez
presented contrary affidavit testimony that the mineral estate was not intended to be a
part of the agreement.
On March 25, 2014, Martinez executed a warranty deed conveying the property to
Maresh, which Maresh accepted by his signature on that same date. The warranty deed
1 The Texas Supreme Court transferred this case from the Tenth Court of Appeals in Waco to this
Court pursuant to a docket equalization order. See TEX. GOV’T CODE ANN. § 73.001.
2 We derive the factual background from the summary judgment record and the pleadings.
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contained the following reservation of mineral rights:
[T]here is excepted from this conveyance and not conveyed hereby, and
Grantor herein reserves and retains unto Grantor and Grantor’s heirs and
assigns, all of the minerals currently owned by the Grantor, in and under and
that may be produced from the lands described herein[.]
The deed further provided the following restraint on alienation of the mineral estate:
Notwithstanding the foregoing, Grantor shall not sell any of the foregoing
mineral estate or any part thereof while any of the foregoing promissory note
remains unpaid.
In addition, the deed contained certain protections for the surface estate such as
prohibiting Martinez from executing mineral leases that would require utilization of the
surface of the property.
Maresh paid the balance of the promissory note in October 2017, and Martinez
subsequently filed a Release of Lien in the property records. In January and September
of 2018, Maresh sent letters to Martinez requesting that she execute a deed conveying
the mineral estate to Maresh.
On February 1, 2019, Maresh sued Martinez. In his live petition, Maresh pleaded
alternative theories of recovery. First, Maresh pleaded a cause of action to reform the
deed because the deed mistakenly omitted language conveying the mineral estate to
Maresh upon his payment of the promissory note. Maresh also pleaded that Martinez
breached the purchase contract by refusing to convey the mineral estate to Maresh after
the loan was paid. Maresh further sought a declaration that he owned the mineral estate.
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Martinez answered and asserted the affirmative defense of limitations. Martinez
later filed a traditional motion for summary judgment on the defense. 3 In her motion,
Martinez argued that Maresh’s reformation claim was barred by the applicable four-year
limitations period, which commenced on March 25, 2014, when the deed was signed by
the parties and recorded in the public records. See TEX. CIV. PRAC. & REM. CODE ANN.
§ 16.051; Brown v. Havard, 593 S.W.2d 939, 947 (Tex. 1980). Martinez further argued
that the discovery rule did not apply to toll the limitations period because there was an
irrebuttable presumption that Maresh had notice of the language and legal effect of the
deed when it was filed. Martinez did not raise any independent grounds challenging
Maresh’s declaratory judgment and breach of contract claims.
Maresh filed a response arguing that the discovery rule tolled the limitations period
for his reformation claim because the deed’s omission of terms conveying the mineral
estate was not a mistake that was plainly evident and the deed was ambiguous. Maresh
also argued that Martinez’s summary judgment motion failed to challenge his declaratory
judgment and breach of contract claims.
The trial court granted Martinez’s motion for summary judgment on all claims.
Maresh filed a motion for reconsideration, or alternatively a motion for new trial, which the
trial court denied. The trial court later signed a final take-nothing judgment in favor of
Martinez. This appeal followed.
3 The trial court denied an earlier summary judgment motion filed by Martinez.
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II. DISCUSSION
A. Standard of Review
We review a trial court’s granting of summary judgment de novo. Eagle Oil & Gas
Co. v. TRO-X, L.P., 619 S.W.3d 699, 705 (Tex. 2021); Nall v. Plunkett, 404 S.W.3d 552,
555 (Tex. 2013). In a traditional motion for summary judgment, the moving party must
show that no genuine dispute exists as to any material fact such that the party is entitled
to judgment as a matter of law. TEX. R. CIV. P. 166a(c); see Eagle Oil, 619 S.W.3d at 705.
A defendant may obtain summary judgment by conclusively establishing an affirmative
defense. Eagle Oil, 619 S.W.3d at 705; Frost Nat’l Bank v. Fernandez, 315 S.W.3d 494,
508 (Tex. 2010). If a defendant meets this burden, then the burden shifts to the plaintiff
to present evidence raising a genuine issue of material fact. Kaplan v. City of Sugar Land,
525 S.W.3d 297, 302 (Tex. App.—Houston [14th Dist.] 2017, no pet.); Jones v. Ray Ins.
Agency, 59 S.W.3d 739, 744 (Tex. App.—Corpus Christi–Edinburg 2001, no pet.). We
review the summary judgment record in the light most favorable to the nonmovant,
indulging every reasonable inference and resolving any doubts against the motion. Eagle
Oil, 619 S.W.3d at 705; Goodyear Tire & Rubber Co. v. Mayes, 236 S.W.3d 754, 756
(Tex. 2007) (per curiam).
B. Reformation
In his first issue, Maresh argues that the trial court erred in granting summary
judgment on his reformation claim because there is a fact issue regarding whether the
limitations period was tolled by the discovery rule. Specifically, Maresh argues that there
is a fact issue concerning whether he knew or should have known that there was a
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mistake in the deed. Martinez responds that the discovery rule is not available to Maresh
as a matter of law because he complains of a plainly evident omission in an unambiguous
deed.
1. Applicable Law
“Limitations is an affirmative defense that must be pleaded and proven.” Epps v.
Fowler, 351 S.W.3d 862, 869 n.8 (Tex. 2011). A defendant seeking summary judgment
based on limitations must (1) conclusively establish when the cause of action accrued
and (2) negate the applicability of any tolling or suspension of the limitations period raised
by the non-movant. KPMG Peat Marwick v. Harrison Cnty. Hous. Fin. Corp., 988 S.W.2d
746, 748 (Tex. 1999); Markwardt v. Tex. Indus., Inc., 325 S.W.3d 876, 882 (Tex. App.—
Houston [14th Dist.] 2010, no pet.); see Eagle Oil, 619 S.W.3d at 708.
A claim for reformation of a deed is governed by a four-year statute of limitations.
See TEX. CIV. PRAC. & REM. CODE ANN. § 16.051; Havard, 593 S.W.2d at 947. The
discovery rule defers accrual of a claim until the injured party learned of, or in the exercise
of reasonable diligence should have learned of, the wrongful act causing the injury.
Cosgrove v. Cade, 468 S.W.3d 32, 36 (Tex. 2015). “A plainly evident omission on an
unambiguous deed’s face is not a type of injury for which the discovery rule is available.”
Id.
2. Application
Our resolution of this issue is governed by the Texas Supreme Court’s Cosgrove
opinion. See id. In that case, the sellers sued the buyer over a land transaction. Id. at 35.
The sales contract stated that the sellers retained all mineral rights, but the deed
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mistakenly conveyed the property in fee. Id. Over four years after executing the deed, the
sellers demanded that the buyer issue a correction deed, pointing to one of the closing
documents that bound the parties to “fully cooperate, adjust, and correct any errors or
omissions and to execute any and all documents needed or necessary to comply with all
provisions of the [sales contract].” Id. The buyer refused to correct the deed, and the
sellers sued, seeking a declaratory judgment that the sellers owned the mineral
interests—a claim which the Court classified as an action to reform the deed. Id. The
Court held that the sellers’ claims were time barred, noting that “[a] plainly evident
omission on an unambiguous deed’s face is not a type of injury for which the discovery
rule is available.” Id. at 36–37. In reaching this holding, the Court articulated the following
bright-line rule: “Parties are charged as a matter of law with knowledge of an
unambiguous deed’s material omissions from the date of its execution, and the statute of
limitations runs from that date.” Id. at 37.
In this case, we are presented with a similar scenario. Maresh maintains that the
parties’ purchase contract required Martinez to convey the mineral estate to Maresh upon
payment of the loan securing the property. However, the deed completely omits any
language providing Maresh with a mineral interest in the property, presently or in the
future. “An injury involving a complete omission of mineral interests in an unambiguous
deed is inherently discoverable—‘a fact plainly evident[.]’” Id. at 37 (quoting McClung v.
Lawrence, 430 S.W.2d 179, 181 (Tex. 1968)). Accordingly, Maresh was charged as a
matter of law with knowledge of the material omission at the time of the deed’s execution,
and the discovery rule does not apply to his reformation claim. See id. at 36–37; see also
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Howard Constr. Co., Inc. v. Tex. Ass’n of Women’s Clubs, No. 07-15-00361-CV, 2017
WL 3611704, at *5 (Tex. App.—Amarillo Aug. 15, 2017, no pet.) (mem. op.) (“The
omission of the 40–foot easement across Tract A is no less plain or evident than the
failure of the deed in Cosgrove to reserve mineral rights.”). Because Maresh filed suit
more than four years after the accrual date, his reformation claim is barred by the statute
of limitations. See KPMG Peat Marwick, 988 S.W.2d at 748.
In reaching this conclusion, we necessarily reject Maresh’s attempts to distinguish
Cosgrove. First, Maresh maintains the mistake in the deed is neither a complete nor a
plainly obvious omission because the deed contains language prohibiting Martinez from
selling the mineral estate while the promissory note remained unpaid. We find that this is
a distinction without meaning. The deed clearly excepts from the conveyance the mineral
estate in its entirety and completely omits any language indicating that Martinez’s
reservation was only for a term that would expire at some future date. The deed further
completely omits any language of a future conveyance of the mineral estate to Maresh.
The presence of a provision restraining the alienation of the mineral estate does nothing
to obscure these omissions.
Next, Maresh argues that the Cosgrove rule applies only against grantors who
complain of an omission in the deed as opposed to grantees. We disagree. The Court’s
holding expressly applies to both parties to a deed. See Cosgrove, 468 S.W.3d at 37
(“Parties are charged as a matter of law with knowledge of an unambiguous deed’s
material omissions from the date of its execution, and the statute of limitations runs from
that date.” (Emphasis added)); see also Howard Constr., 2017 WL 3611704, at *6
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(rejecting argument that Cosgrove applies only to grantors); Whitfield v. Ondrej, No. 04–
15–00052–CV, 2016 WL 7383823, at *3, n.7 (Tex. App.—San Antonio Dec. 21, 2016, no
pet.) (mem. op.) (same).
We conclude that Martinez conclusively established her limitations defense to
Maresh’s reformation claim, see Eagle Oil, 619 S.W.3d at 705, and Maresh failed to
present evidence creating a fact issue as to the defense. See Kaplan, 525 S.W.3d at 302.
Therefore, the trial court did not err in granting Martinez’s summary judgment motion with
respect to that claim. See Eagle Oil, 619 S.W.3d at 705. We overrule Maresh’s first issue.
B. Breach of Contract & Declaratory Relief
In Maresh’s second issue, he argues that the trial court erred in granting summary
judgment on his breach of contract and declaratory judgment claims because Martinez’s
summary judgment motion did not raise any grounds challenging those claims. Martinez
responds that the trial court properly dismissed both claims because they are only
available if the deed can be reformed.
Martinez’s motion for summary judgment was based solely on its limitations
defense to Maresh’s reformation claim. “When a defendant moves for summary judgment,
he must expressly state in the motion the specific grounds upon which relief is sought,
and summary judgment may only be granted on those grounds.” Hardaway v. Nixon, 544
S.W.3d 402, 412 (Tex. App.—San Antonio 2017, pet. denied); see TEX. R. CIV. P. 166(c),
(i); McConnell v. Southside Indep. Sch. Dist., 858 S.W.2d 337, 340 (Tex. 1993). “This is
a notice requirement, intended to notify the claimant and the trial court of those claims or
elements of claims the opponent is attacking.” Tex. Integrated Conveyor Sys. v.
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Innovative Conveyor Concepts, 300 S.W.3d 348, 365 (Tex. App.—Dallas 2009, pet.
denied). A trial court errs when it grants summary judgment on grounds that were not
presented by the movant. Bridgestone Lakes Cmty. Improvement Ass’n, Inc. v.
Bridgestone Lakes Dev. Co., Inc., 489 S.W.3d 118, 122 (Tex. App.—Houston [14th Dist.]
2016, pet. denied).
We first observe that Maresh sought a declaration that he was the owner of the
mineral estate. This claim, as observed in Cosgrove, is simply a claim to reform the deed.
See 468 S.W.3d at 35 (“[T]he Cades sued Cosgrove for a declaratory judgment that the
Cades owned the mineral interests—in effect a suit to reform the deed.”). Because
Martinez’s summary judgment motion raised grounds challenging this claim, the trial court
did not err in concluding that the claim was barred by limitations. See Nixon, 544 S.W.3d
at 412.
However, the same cannot be said of the breach of contract claim. As noted above,
Maresh pleaded his breach of contract claim on an alternative theory. See TEX. R. CIV. P.
48; Bocanegra v. Aetna Life Ins. Co., 605 S.W.2d 848, 851–52 (Tex. 1980) (explaining
that the Texas Rules of Civil Procedure authorize the pleading of alternative and
inconsistent facts). Rather than complaining that there was a mistake in the deed that
required reformation, Maresh pleaded that the purchase contract required Martinez to
execute a separate deed conveying the mineral estate once the promissory note was
paid. In Cosgrove, the court held that the plaintiff’s breach of contract action was time-
barred because the claim accrued when the deed was executed. 468 S.W.3d at 39. Here,
the limitations period for Maresh’s breach of contract action would not accrue until
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Martinez’s refusal to separately convey the mineral estate upon payment of the note. See
id. (“A claim for breach of contract accrues when the contract is breached.”).
Martinez presented no summary judgment grounds demonstrating that Maresh’s
breach of contract action was time-barred. Martinez did not establish the accrual date for
the claim, and she did not present evidence negating any applicable tolling doctrines. See
KPMG Peat Marwick, 988 S.W.2d at 748. Accordingly, the trial court erred in granting
summary judgment as to Maresh’s breach of contract claim. See Hardaway, 544 S.W.3d
at 412. We sustain in part Maresh’s second issue. Because of our resolution of this issue,
we need not reach Maresh’s third issue. See TEX. R. APP. P. 47.1.
III. CONCLUSION
We reverse that portion of the trial court’s judgment which dismisses Maresh’s
breach of contract claim and remand the case to the trial court for further proceedings
consistent with this memorandum opinion. We affirm the remainder of the judgment.
LETICIA HINOJOSA
Justice
Delivered and filed on the
7th day of October, 2021.
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