Fact issues for you, and you …

A popular meme shows Oprah Winfrey giving cars away to everyone in sight. In Pack Properties XIV, LLC v. Remington Prosper, LLC, the Fifth Court found fact issues all ’round, and held that all parties summary-judgment motions should be denied in a dispute about a contract related to the establishment of a car dealership. Two key points were:

• Under Fifth Court precedent, the term “affiliate” in a contract “is generally defined as a ‘corporation that is related to another corporation by shareholdings or other means of control’ and as a ‘company effectively controlled by another or associated with others under common ownership or control.'” Applying that precedent, the record presented a fact issue about “whether sufficient control” existed among the relevant parties.
• “Materiality” arises in two distinct settings. In one, “a court must determine if the parties’ agreement is sufficiently certain to be an enforceable contract. The question generally arises when the agreement lacks a particular term or contains a term that is unclear. The ultimate issue in this kind of case is the existence of a valid contract, which is a legal question.” In the other, “the question is whether a breach by one party was sufficiently important to excuse the other party’s continuing performance, i.e., the affirmative defense of prior material breach. These cases do not address a missing term and its effect on the validity of a contract; instead, these cases look to the significance of a particular term within the total agreement. Courts performing this analysis address the materiality issue as a fact question.”