The Texas Supreme Court in Copano Energy, LLC v. Stanley Bujnoch, Life Estate, et al., determined whether an enforceable agreement was established through email correspondence. The plaintiffs, Stanley Bujnoch, Life Estate, et al. (“Bujnoch”), sued for breach of contract and tortious interference with that contract. The defendants argued that the statute of frauds barred the claims, and the trial court granted summary judgment for the defendants on all claims. The appellate court affirmed summary judgment on the tortious interference claim but reversed as to the breach of contract claim, concluding that the email correspondence, taken together, satisfied the statute of frauds. The Texas Supreme Court reversed the judgment on the breach of contract claim and rendered judgment that the plaintiffs take nothing on all claims.
In 2012, representatives for the parties began negotiations for a second easement to construct a pipeline on their properties. Copano Energy, LLC (“Copano”) then began the process of merging with Kinder Morgan. Copano representatives, other than those involved in the email negotiations with Bujnoch, made written offers to Bujnoch for far less than had been previously negotiated.
The statute of frauds provides that a contract for the sale of real estate is not enforceable unless the promise or agreement, or a memorandum of it, is in writing and signed by the person charged with the promise of agreement or by someone legally authorized to sign for him. Tex. Bus. & Com. Code Section 26.01(a), (b)(4). Since an easement is an interest in real estate, a contract for the sale of an easement is subject to the statute of frauds. The Court reasoned that Copano’s future-tense language illustrated no intent to be bound. The emails, although evidencing an “acceptance” of some terms, failed to establish what those terms were. Therefore, the Supreme Court held that the emails failed to create a written memorandum, complete within itself in every material detail. The full opinion is available for viewing here.