YVONNE T. RODRIGUEZ, Justice

ATTORNEY FOR APPELLEE: John A. 'Jad' Davis, Davis Gerald & Cremer PC, 400 W. Illinois, Suite 1400, P. O. Box 2796, Midland, TX 79702-2796.

ATTORNEY FOR APPELLANT: Joe W. Beverly, Ferguson Braswell Fraser Kubasta PC, 9 Greenway Plaza, Ste. 500, Houston, TX 77046.

Before Alley, C.J., Rodriguez, and Palafox, JJ.

OPINION

YVONNE T. RODRIGUEZ, Justice

Appellants Pearl Resources LLC ("Pearl Resources") and Pearl Resources Operating Co., LLC ("Pearl Operating") (collectively, "Pearl") appeal the trial court's judgment against them for a quantum meruit on a claim brought by Appellee Charger Services, LLC ("Charger"). Pearl first argues the court erred in concluding no contract existed between Charger and another defendant, PDS Drilling, LLC ("PDS"), which precludes recovery on a claim for quantum meruit. Second, Pearl argues the evidence at trial was legally insufficient to support the trial court's judgment in favor of Charger on its quantum meruit claim.

We disagree. The trial court's judgment is affirmed.

BACKGROUND

Pearl Resources is a lessee and working interest owner of a mineral lease known as the Garnet State Lease in Pecos County, Texas. Pearl Operating, which also owns a working interest in the Garnet State Lease, is the operator of the Garnet State #4 Well (the "#4 Well").

Myra Dria is the sole member of Pearl Resources, which she formed on May 17, 2011. Pearl Operating, which was formed subsequently, has only two members, Pearl Resources and Ms. Dria. Ms. Dria's husband, Dennis Dria, a consultant, works for Myden Energy Consulting, PLLC, ("Myden") for which Ms. Dria is the registered agent and manager.

Pearl Operating contracted with PDS to drill the #4 Well in September of 2016. The contract was a Turnkey Drilling Contract which provided that PDS was an independent contractor and disclaimed any creation of a principal-agent relationship between Pearl Operating and PDS, or their respective agents or employees (the "Turnkey Contract"). PDS could not contract on behalf of Pearl Operating or hire any persons on behalf of Pearl Operating, per the terms of the Turnkey Contract. According to the Turnkey Contract, PDS retained complete control of the wellsite. Pursuant to the Turnkey Contract, PDS further agreed to "maintain well control equipment in good condition at all times and shall use all reasonable means to prevent and control fires and blowouts and to protect the hole." Appellant further contends that if a blowout or wild well incident occurred, PDS was responsible for maintaining control of the wellsite and assuming "responsibility for all claims and demands arising directly or indirectly from a wild well incident, including all other pollution or contamination that may result from a blowout or from uncontrolled flow of water."

PDS began drilling operations at the #4 Well in October of 2016. Shortly after PDS began drilling, on October 26, 2016, a wild well incident occurred causing freshwater to erupt out of the #4 Well and an adjacent water well. The water contained hydrogen sulfide gas and other contaminants. As the water runoff accumulated, it began migrating towards the Imperial Irrigation Ditch, which supplies water from the Pecos River to the Imperial Reservoir.

Bison Drilling is the rig operator hired by PDS for the Garnet State #4 Well. Charger is a service company which provides earth movement, or "dirt work," services for construction and other industrial sites, including well-drilling sites. An employee of Bison Drilling, Charlie Bingham, contacted Jake Davis, one of Charger's owners, to ascertain whether Charger could begin work immediately. Ms. Bingham indicated that it was an emergency and they needed help containing the runoff. In response to Mr. Bingham's call, Charger mobilized a bulldozer and one of its employees with a haul truck to the #4 Well the same night. Dan Barnes, Charger's foreman on the site, arrived at the #4 Well the morning after the blowout. Not long after the emergency clean-up began, PDS's representative walked off the well site. No one from PDS returned to the well site until near the end of Charger's work.

While Charger and other subcontractors worked to contain the water flow, the Railroad Commission assumed control of the site. During the emergency clean-up and while Charger worked on-site, Mr. Dria, on behalf of Myden, Ms. Dria, and Pearl, acted as their "eyes and ears." Mr. Dria also attended meetings in which the remediation plans for the spill were discussed as a group.

After Charger had been working on the #4 Well for a few days, PDS's address was posted on a white board in the well site office trailer, directing subcontractors where invoices should be sent. Charger is not aware of whom provided PDS's address for invoices.

Charger invoiced PDS on November 2 and 6, 2016, for the work it performed at the site. On January 9, 2017, and again on April 18, 2017, Charger asked PDS when it could expect payment of the submitted invoices. PDS indicated payment would be coming from its insurers.

Charger never received payment. On October 23, 2017, Charger's counsel sent a demand for payment to Pearl. The demand alleges PDS acted as an agent for Pearl in procuring Charger's earth-moving services and, as such, was liable for the amount owed.

Charger sued Pearl for breach of contract and quantum meruit. Charger also sued PDS, the original contractor for #4 Well, for sworn account, breach of contract, and quantum meruit. PDS was later nonsuited.

The case was tried to the bench in the 83rd Judicial District Court in Pecos County, Texas. The trial court found there was no breach of contract by Pearl as to Charger. However, the trial court held Pearl owed $76,381.00, plus prejudgment interest and costs of court, to Charger based on quantum meruit, finding Pearl accepted and benefitted from the services and materials provided by Charger.

The trial court filed Findings of Fact on February 21, 2019. Among its Findings of Fact, the trial court included the following:

11. The employees of the various service providers were reaching out for help. In the late afternoon or early evening of October 26, 2016, an employee of the drilling contractor on the Subject Lease contacted Jake Davis and asked whether or not Charger Services would be available to mobilize its Caterpillar equipment in order to attempt to contain the water flow escaping from the well on the ‘Pearl’ lease.

12. In response to the telephone call, Charger Services mobilized a D6 Caterpillar and hauled it to the location of the Garnet State No. 4 well that evening and immediately began building dykes across the Imperial Irrigation Ditch.

13. Upon Charger Services' arrival at the location of the Garnet State No. 4 well with its D6 Caterpillar and employee, the Texas Railroad Commission representative who had taken over the well location began instructing the Charger Services employee on where and how to build a dyke across the Imperial Irrigation Ditch to contain the water flow in the Imperial Irrigation Ditch. Pearl Resources and Pearl Operating had hired Myden Energy as a consultant to be on location and specifically Dennis Dria observed the work being conducted by Charger Services to contain the water flow that was escaping the well location and running into the Imperial Irrigation Ditch. (See photograph, Plaintiff's Ex. 12.3 — man in the blue hat).

14. The following morning, Charger Services personnel arrived on the location of the Garnet State No. 4 well with additional equipment — a D8 dozer and an excavator as well as additional personnel to operate this equipment. In addition to the haul trucks, Charger Services had four pickups on location to supply diesel fuel to its equipment. All of this equipment displayed the Charger Services logo.

...

19. The Court finds that all of the services performed and materials supplied by Charger Services were reasonable, were necessary, were valuable, and benefitted the leasehold owners, Pearl Operating and Pearl Resources.

20. Specifically, the Court finds the following:

(1) Charger Services provided valuable services and materials to Pearl Operating and Pearl Resources, the

owners of the oil and gas leasehold estate;

(2) the services and materials were furnished to Pearl Resources and Pearl Operating, the persons or entities sought to be charged;

(3) the services and materials supplied by Charger Services were accepted by Pearl Operating and Pearl Resources and used or enjoyed by them; and

(4) the services and materials were provided under such circumstances as to reasonably notify Pearl Resources and Pearl Operating that Charger Services in performing such services was expecting to be paid by Pearl Resources and Pearl Operating.

...

22. Pearl Resources and Pearl Operating knew that Charger Services was performing valuable services and supplying material for them; both companies accepted, used and enjoyed these services and materials; and both companies reasonably knew under the circumstances that Charger Services was expecting to be paid by them and was not volunteering its services for free.

...

25. Non-payment to Charger Services by Pearl Resources and Pearl Operating would result in an unjust enrichment of Pearl Resources and Pearl Operating, which were benefitted by the services performed and materials supplied by Charger Services.

26. It is industry custom, a standard in the oil and gas industry, and generally accepted that when emergency services are required on an oil and gas lease that the owners of the oil and gas lease bear the costs and pay for the services and materials necessary to contain the emergency situation because the owners of the lease are the parties who directly benefit from the services and materials provided and, but for such services and materials, are adversely impacted by the emergency.

The trial court made the following Conclusions of Law, all of which are at issue in this appeal:

1. The Court finds that no contract exists for the services and materials provided by Charger Services at the Garnet State No. 4 well between Charger Services and PDS Drilling, LLC, or Pearl Resources or Pearl Operating and/or anyone else. Therefore, Plaintiff Charger Services shall take nothing on its breach of contract claim.

2. However, the Court finds that the evidence supports the alternative claim in favor of Charger Services in quantum meruit because Charger Services has proved by a preponderance of the evidence the elements of a quantum meruit claim as found above in the Findings of Fact.

3. Charger Services is entitled to judgment against Pearl Resources and Pearl Operating, jointly and severally, for the principal amount of $76,381.00 as provided in the Judgment.

DISCUSSION

Pearl presents the following issues on appeal: (1) the trial court erred in finding no contract existed between Charger and PDS, either express or implied-in-fact; (2) the trial court erred in finding in favor of Charger on quantum meruit because of the existence of a contract between the parties; (3) the evidence is legally and factually insufficient to support one or more elements of a quantum meruit claim; (4) the trial court erred in denying Pearl's motion for new trial based on the limitation of liability contained in Section 56.043 of the Texas Property Code ; and (5) the trial court erred in using industry custom to alter the terms of the unambiguous agreement between Pearl and PDS.

Appellants' Issues Nos. One and Two: Whether the trial court erred in finding no contract existed between Charger and PDS, either express or implied in fact, which would preclude Charger from recovering in quantum meruit against Pearl.

In its first issue, Pearl challenges the court's conclusions of law that there was no contract between PDS and Charger, which Pearl claims is explicitly established by the court's own findings of fact. Pearl also argues "the trial court erred because the evidence was legally and factually insufficient to support" the conclusion that there was no contract between PDS and Charger. In its second issue, Pearl asserts the trial court erred in Charger's quantum meruit claim because a contract existed between PDS and Charger. Because these two issues are intertwined, we consider them in tandem.

Standard of Review

At the outset, we feel it pertinent to discuss in detail the standards of review for legal sufficiency and factual sufficiency, since both are implicated in multiple issues in this appeal. Legal sufficiency challenges question the existence of any evidence to support a particular finding, and essentially claim the evidence at trial can point to only one legal outcome—that is, the opposite of the outcome made by the fact finder. See, e.g., Ford Motor Co. v. Ridgway , 135 S.W.3d 598, 601 (Tex. 2004). When a party challenges the factual sufficiency of the evidence, it essentially concedes conflicting evidence was presented at trial but argues "the evidence against the jury's finding is so great" that to find the opposite was erroneous. See Raw Hide Oil & Gas, Inc. v. Maxus Exploration Co. , 766 S.W.2d 264, 275 (Tex.App.--Amarillo 1988, writ denied). The two challenges are, in many ways, remarkably similar to one another, but each requires different treatment by a reviewing court on appeal.

Legal Sufficiency

A legal sufficiency challenge is essentially a no-evidence standard; that is, (a) where the evidence shows a complete absence of a vital fact, (b) the court is barred by law or rules of evidence from lending weight to the only evidence offered in support of a vital fact, (c) the evidence offered to prove the vital fact is no more than a scintilla, or (d) the evidence conclusively proves the opposite of a vital fact, a legal sufficiency challenge must be sustained. See Ford Motor Co. , 135 S.W.3d at 601.

Where the party upon whom the burden of proof lies challenges the legal sufficiency of an adverse finding, on appeal it must demonstrate "that the evidence establishes, as a matter of law, all vital facts in support of the issue." Dow Chem. Co. v. Francis , 46 S.W.3d 237, 241 (Tex. 2001). This type of challenge requires courts of appeals to examine the record first for evidence that supports the trial court's finding, and ignore all other evidence to the contrary. Id. Only where there is no evidence supporting the trial court's finding will the remainder of the record be examined to determine whether the opposite of the court's finding is established as a matter of law. Id. If the contrary to the trial court's finding is "conclusively established," we will sustain the point of error. Id. As the Texas Supreme Court stated in City of Keller v. Wilson , "[t]he final test for legal sufficiency must always be whether the evidence at trial would enable [a] reasonable and fair-minded [fact finder] to reach the [finding] under review." City of Keller v. Wilson , 168 S.W.3d 802, 827 (Tex. 2005).

Factual Sufficiency

In challenging the factual sufficiency of findings on which the appellant had the burden of proof at trial, it must show on appeal that the finding of fact at issue goes "against the great weight and preponderance of the evidence." See Dow Chem. Co. , 46 S.W.3d at 242.

Factual sufficiency challenges require courts of appeals to weigh all of the evidence in the record. See Ortiz v. Jones , 917 S.W.2d 770, 772 (Tex. 1996). However, in reviewing a finding under the "great weight and preponderance of the evidence" standard, we must look first to the record to determine whether some evidence exists in support of the finding. Dow Chem. Co. , 46 S.W.3d at 241-42. If there is evidence to support the adverse finding, we will then determine whether, based on the remaining evidence in the record, the "finding is so contrary to the overwhelming weight and preponderance of the evidence as to be clearly wrong and manifestly unjust, or if the great preponderance of the evidence supports" the non-existence of that finding. Castillo v. U.S. Fire Ins. Co. , 953 S.W.2d 470, 473 (Tex.App.--El Paso 1997, no writ).

Reviewing the Sufficiency of Findings of Fact and Conclusions of Law

Findings of fact are treated with the "same force and dignity as a jury's verdict upon [jury] questions." Anderson v. City of Seven Points , 806 S.W.2d 791, 794 (Tex. 1991) ; see also Catalina v. Blasdel , 881 S.W.2d 295, 297 (Tex. 1994). Generally, a trial court's findings of fact are not binding on a court of appeals where a complete reporter's record is part of the record on appeal. See Nipp v. Broumley , 285 S.W.3d 552, 555 (Tex.App.--Waco 2009, no pet.). However, if the trial court's findings of fact are not challenged by a point of error on appeal, the appellate court is bound by them. Brown v. The State Bar of Texas , 960 S.W.2d 671, 674 (Tex.App.--El Paso 1997, no writ).

A court's conclusions of law are reviewed de novo as legal questions. See BMC Software Belgium, N.V. v. Marchand , 83 S.W.3d 789, 794 (Tex. 2002) ; see also State v. Heal , 917 S.W.2d 6, 9 (Tex. 1996). A trial court's conclusions of law may not be challenged for factual insufficiency; only the trial court's conclusions drawn from the facts may be reviewed for correctness. Id.

Here, Pearl is not challenging the factual sufficiency of the trial court's findings of fact as they relate to the conclusion there was no contract between Charger and any other party; rather, Pearl argues the trial court's findings of fact prove conclusively there was a contract, and that there is no evidence to support the trial court's conclusion a contract did not exist. In other words, Pearl challenges the legal sufficiency of one of the trial court's conclusions of law and does not raise as a point of error the sufficiency of any of the trial court's findings that support the challenged conclusion.

Because existence of a contract is an affirmative defense in a quantum meruit claim, Pearl has the burden of proving "all vital facts in support of the issue." See Dow Chemical Co. , 46 S.W.3d at 241. We proceed first in examining the record for evidence that supports the trial court's finding there was no contract between Charger and any other person or entity covering the work Charger performed at the #4 Well, disregarding all other evidence to the contrary. See Dow Chem. Co. , 46 S.W.3d at 241.

Analysis

An express contract exists when its terms are explicitly established by the parties. See E-Learning LLC v. AT & T Corp. , 517 S.W.3d 849, 858 (Tex.App.--San Antonio 2017, no pet.) (citing Wal-Mart Stores v. Lopez , 93 S.W.3d 548, 557 (Tex.App.--Houston [14th Dist.] 2002, no pet.) ). Implied-in-fact contracts derive their terms from the acts and conduct of the parties thereto. Haws & Garrett Gen. Contractors, Inc. v. Gorbett Bros. Welding Co. , 480 S.W.2d 607, 609 (Tex. 1972). In proving the existence of a contract, whether express or implied, a party is required to show: (1) an offer; (2) acceptance in strict compliance with the terms of the offer; (3) a meeting of the minds; (4) each party's consent to the term; and (5) execution and delivery of the contract with the intent that it be mutual and binding. See Lujan v. Alorica , 445 S.W.3d 443, 448 (Tex.App.—El Paso 2014, no pet.) ; see also Plotkin v. Joekel , 304 S.W.3d 455, 476 (Tex.App.--Houston [1st Dist.] 2009, pet. denied) (stating that the elements necessary to prove a contract exists are the same for express and implied contracts). It is undisputed no written contract existed between Charger and PDS regarding Charger's services at the #4 Well. We must ascertain whether the evidence is legally sufficient to support the trial court's conclusion that there was no express or implied-in-fact contract between Charger or any other entity.

In the trial court's Finding No. 11, it states that, "[A]n employee of the drilling contractor on the Subject Lease contacted Jake Davis and asked whether or not Charger Services would be available ... in order to attempt to contain the water flow escaping from the [#4 Well][.]" This is the only finding made by the trial court that could be construed as an offer in the context of forming a contract. Although the trial court's finding is not entirely clear, uncontroverted testimony at trial indicates that the "drilling contractor" referenced is an employee of Bison Drilling. Pearl argues Finding No. 11 is conclusive evidence that a contract was created between PDS and Charger because "only PDS had authority to contract with a ‘drilling contractor’ " pursuant to the Turnkey Contract; thus, as Pearl would have us infer from the evidence, Bison Drilling was a subcontractor hired by PDS and acted as its agent in procuring Charger's services. If Charger had an implied-in-fact contract with PDS for the work it performed, quantum meruit would be precluded. See, e.g., In re Kellogg Brown & Root, Inc. , 166 S.W.3d 732, 740 (Tex. 2005) (holding that a party generally cannot recover in quantum meruit when a valid contract covers the same transaction).

In support of its arguments, Pearl relies on this Court's decision in Chico Auto Parts & Service, Inc. (hereafter, " Chico "). Chico Auto Parts & Service, Inc. v. Crockett , 512 S.W.3d 560 (Tex.App.—El Paso 2017, pet. denied). In that case, Crockett was a managing member of Black Strata, the operator of a well, and Montcrest Energy, a partial-owner of the mineral interest on the property where the subject well was located. Id. at 566. Crockett also owned a portion of the mineral interest in the well. Id. Chico performed well-remediation services at the subject well; however, there was a factual dispute regarding exactly who contacted Chico to procure its services, and there was no evidence in the record regarding any written contracts or written correspondence between Chico and any other party prior to its performance of services at the well site. Id. Chico sent an invoice for $63,415.55 to Montcrest Energy two days after the deadline imposed by the Railroad Commission for the remediation to be completed. Id. Subsequently, Chico received two separate checks from Black Strata for $10,000 each. No further payments were received by Chico from any entity. Id.

Chico filed suit first against Montcrest Energy, alleging breach of contract and quantum meruit. Id. Judgment was entered against Montcrest Energy for the remaining balance owed, plus attorney's fees. A short time later, Montcrest filed for bankruptcy. Id. No payment was made to Chico. Id.

Subsequently, Chico filed suit against Black Strata, Crockett, and the fee simple interest holder on the property. Id. at 567. Black Strata and Crockett moved for summary judgment, alleging, among other things, that Chico's suit against them was barred by res judicata, collateral estoppel, and judicial estoppel, in light of its first lawsuit against Montcrest Energy. Id. They also argued that any agreement to perform cleanup services was between Chico and Montcrest, and that there was no evidence that Black Strata or Crockett agreed to pay Chico for its services. In support of this argument, Black Strata and Crockett emphasized that Chico treated Montcrest as the contracting party prior to filing suit against them. Id. The trial court granted summary judgment in favor of Black Strata and Crockett, finding that there was no privity between Chico and either of the defendants, the lawsuit was barred by collateral estoppel and judicial estoppel, and Crockett could not be found liable based on immunity under the Texas Business Organizations Code. Id. at 568. Chico appealed the summary judgment on the claims against Crockett, arguing that Crockett failed to meet his initial burden of negating an essential element on each of the three causes of action against him. Id. at 566.

This Court, in Chico , reviewed the order granting summary judgment de novo, reviewing the "summary judgment evidence in the light most favorable to the non-movant, ‘crediting evidence favorable to that party if reasonable jurors could, and disregarding contrary evidence unless reasonable jurors could not.’ " Id. at 568, (quoting Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding , 289 S.W.3d 844, 848 (Tex. 2009) ). It affirmed the trial court's decision, finding, among other things, that an implied-in-fact contract existed between Black Strata and Chico, precluding Chico's quantum meruit claim against Crockett. See id. at 574.

Pearl argues that the facts in Chico are on point with the facts in this case primarily because the trial court found that summary judgment evidence indicated agents of Black Strata—namely, Crockett—requested remediation services from Chico. See id. at 574. Further, this Court reasoned that the evidence regarding agents of Black Strata ordering the services, coupled with Black Strata's partial payment for the services, indicated that an implied-in-fact contract had been created between Black Strata and Chico. Id.

In the context of a contract's formation, the offeror must be a person authorized to make the offer. See, e.g., Beverick v. Koch Power, Inc. , 186 S.W.3d 145, 151 (Tex.App.--Houston [1st Dist.] 2005, pet. denied). In Chico , there was summary judgment evidence that the person was Crockett, or at least some other undisputed agent of Black Strata. Chico Auto Parts & Service, Inc. , 512 S.W.3d at 570. There is not, however, any evidence here that Bison Drilling, the "drilling contractor" referenced in the trial court's finding, had the authority to act as an agent for PDS, even if it is undisputed PDS hired Bison as its subcontractor on the site—another matter about which there is no mention in the trial court's findings or the trial court's record. Here, nothing in the trial court's findings indicate Bison was authorized to extend an offer on behalf of PDS or anyone else, and no evidence in the reporter's record provides any further clarity on this matter. There are also no factual findings, nor evidence in the reporter's record, regarding what the essential terms of any purported contract would be, nor conduct showing an intent to communicate an offer. See Fort Worth Indep. School Dist. v. City of Fort Worth , 22 S.W.3d 831, 846 (Tex. 2000) (stating that terms of offer must be reasonably definite); Dunn v. Price , 87 Tex. 318, 28 S.W. 681, 682 (1894) (discussing that conduct of offeror must show with reasonable certainty the offerors intent to enter into a binding agreement with the offeree). Without a valid offer, there can be no contract between Charger and any other entity. Lujan v. Alorica , 445 S.W.3d 443, 448 (Tex.App.—El Paso 2014, no pet.). We need not, therefore, look to whether any other elements of a contract are present in the trial court's findings.

We defer to the trial court's findings of fact and are bound by them in determining whether the evidence was legally sufficient for the trial court to find that no contract existed covering the work performed by Charger at the #4 Well. See Brown , 960 S.W.2d at 674 ; Walnut Equipment Leasing Co. v. J.V. Dirt & Loam , 907 S.W.2d 912, 917 (Tex.App.—Austin 1995, writ denied). In doing so, we find that the trial court's findings, and other evidence in the reporter's record, constitutes more than a mere scintilla to support the trial court's finding that there was no contract between Charger and PDS, or Charger and any other entity regarding its work at the #4 Well. Although redundant, we likewise find that there is no evidence in the trial court's Findings of Fact or the reporter's record to support Pearl's claim that Charger had a contract with PDS or any other party that would serve as an affirmative defense to Charger's claim for quantum meruit.

We overrule Appellants' first and second issues.

Appellants' Issue No.: The evidence in the case is factually and legally insufficient to support Charger's quantum meruit claim against Pearl.

In its third issue, Pearl challenges the factual sufficiency of the evidence supporting Finding No. 20. In its fifth issue, Pearl challenges the factual sufficiency of the evidence supporting Finding No. 26. Findings No. 20 and 26 are the only findings of fact challenged by Pearl in this appeal, and both are implicated in our discussion of the sufficiency of evidence to support Charger's quantum meruit claim. We will address each in this section, beginning with Finding No. 26 because it directly affects Finding No. 20. We will then address Finding No. 20 and Appellants' third issue.

Standard of Review

In applying a standard of review, we look to the standards set forth fully in the previous section for both legal and factual sufficiency. Because Charger carried the burden of proof on both Finding No. 26 and No. 20, Pearl is required to demonstrate there is insufficient evidence to support these findings. See Hickey v. Couchman , 797 S.W.2d 103, 109 (Tex.App.--Corpus Christi 1990, writ denied). We must therefore examine and weigh all the evidence, both supporting and conflicting, regarding the finding at issue. See Plas-Tex, Inc. v. U.S. Steel Corp. , 772 S.W.2d 442, 445 (Tex. 1989). An insufficient evidence issue will be sustained when the evidence in support of the issue—even if it is the only evidence at all regarding that issue—is too weak to support the finding. See Ritchey v. Crawford , 734 S.W.2d 85, 86-87 & n.1 (Tex.App.--Houston [1st Dist.] 1987, no writ) (citing Robert W. Calvert, "No Evidence " and "Insufficient Evidence " Points of Error , 38 TEX.L.REV. 361, 366 (1960) ). Only where the evidence supporting the finding is so weak "as to be clearly wrong and unjust," will we set aside a trial court's judgment on the issue. See Cain v. Bain , 709 S.W.2d 175, 176 (Tex. 1986).

Analysis

Finding of Fact No. 26

In its Finding of Fact No. 26, the trial court found:

It is industry custom, a standard in the oil and gas industry, and generally accepted that when emergency services are required on an oil and gas lease that the owners of the oil and gas lease bear the costs and pay for the services and materials necessary to contain the emergency situation because the owners of the lease are the parties who directly benefit from the services and materials provided and, but for such services and materials, are adversely impacted by the emergency.

At trial, testimony was elicited from two witnesses about industry custom in the oil and gas field regarding who was ultimately responsible for payment of subcontractors in emergency situations. The first witness was John Jacob Davis, one of the owners of Charger, who testified that he considered the situation at Well #4 an emergency and that it was, based on his experience in the oil and gas industry, the well owner who would pay subcontractors who performed emergency work. The situations where he has personally experienced that alleged custom include well blow-outs, pulling rigs in and out of a location, and repairing washed-out or otherwise compromised roads at night. He testified that is the industry standard. He further testified it was industry standard that in emergency situations, subcontractors deal with well consultants who pass the subcontractor's invoices on to the mineral interest owners for payment, or "pay [the subcontractors] directly through the operator who [the subcontractor is] doing the work for."

The second witness, Thomas Hull, is also an owner of Charger. He testified that in the course of his running operations for Charger, in emergency situations where there was not a "pre-existing agreement," Charger would look, "[a]t all times, [to] the operator." He testified that looking to the operator, which he clarified was the lease holder, was "[s]tandard and typical within the industry," and in his experience occurred every single time an emergency situation arose. There was no additional testimony elicited or other evidence regarding industry standards or customary payment in emergency situations in the oil and gas industry.

Pearl cites to several cases defining the scope of the definition of industry custom, arguing the evidence is legally and factually insufficient to support the trial court's finding on this point. See State Nat'l Bank of Houston v. Woodfin , 146 S.W.2d 284, 286 (Tex.Civ.App.--Galveston 1940, writ ref'd) ; Barreda v. Milmo Nat'l Bank , 252 S.W. 1038, 1039-40 (Tex. 1923). However, the cases cited and the premises Pearl bases this argument on relate to using industry custom to change the explicit language of an express contract. See State Nat. Bank of Houston , 146 S.W.2d at 286. It does not relate to whether actual or constructive knowledge of a custom can be imputed to a mineral lease holder for purposes of showing awareness that a subcontractor might look to it for payment.

Having considered the evidence elicited regarding this finding, we do not find it to be so weak as to be unable to support the trial court's finding, nor do we find it to be "clearly wrong and manifestly unjust" to warrant setting aside the trial court's judgment based upon this finding.

Finding of Fact No. 20

In its Finding of Fact No. 20, the trial court found as follows:

(1) Charger Services provided valuable services and materials to Pearl Operating and Pearl Resources, the owners of the oil and gas leasehold estate;

(2) the services and materials were furnished to Pearl Resources and Pearl Operating, the persons or entities sought to be charged;

(3) the services and materials supplied by Charger Services were accepted by Pearl Operating and Pearl Resources and used or enjoyed by them; and

(4) the services and materials were provided under such circumstances as to reasonably notify Pearl Resources and Pearl Operating that Charger Services in performing such services was expecting to be paid by Pearl Resources and Pearl Operating.

To succeed on a quantum meruit claim requires a plaintiff to prove that (1) valuable services were rendered or materials furnished, (2) the services or materials were provided for the defendant, (3) the services and materials were accepted by the defendant, and (4) under circumstances in which the person sought to be charged was reasonably notified that the plaintiff was expecting to be paid for those services or materials. Hill v. Shamoun & Norman, LLP , 544 S.W.3d 724, 732-33 (Tex. 2018).

1. The evidence is sufficient to support the trial court's finding that Charger provided services and materials of value to Pearl.

On appeal, Pearl does not dispute the materials and services provided by Charger were valuable. However, Pearl argues the record shows Charger actually provided the services and materials to PDS, as evidenced by the fact Charger first sought payment for those services from PDS. Pearl also argues the lack of communication between Charger and Pearl precludes finding that Charger provided its services for Pearl's benefit, rather than PDS.

It is insufficient, in seeking to prove that services and/or materials were provided for the defendant, merely to show that the plaintiff's furnished goods or services were of some benefit to the defendant. See Truly v. Austin , 744 S.W.2d 934, 937 (Tex. 1988) ; Lerma v. Border Demolition & Environmental, Inc. , 459 S.W.3d 695, 704-05 (Tex.App.--El Paso 2015, pet. denied). Rather, it is required the plaintiff undertook efforts specifically for the party from whom they seek payment in their claim for quantum meruit. See Truly , 744 S.W.2d at 937.

We appreciate Pearl's position that Charger first sought payment from PDS. However, Charger argues, and the evidence shows, it was aware the #4 Well was owned by Pearl, both from its call with the employee of Bison Drilling as well as its own research regarding who operated Well #4 prior to arriving at the well site. It is uncontested both Pearl entities own working interests in the #4 Well. Further, the trial court found if it were not for Charger's services and materials, the contamination from the loss of control of the #4 Well would have been worse. Thus, although Charger initially believed payment would be forthcoming from PDS, it is clear even before they arrived at the #4 Well, they believed they would, and actually did, provide services for the benefit of Pearl as the mineral interest owner and operator on the #4 Well. While reasonable minds might differ on this factual determination, we find the evidence is sufficient to support the trial court's finding that the valuable services and materials delivered by Charger were for the benefit of, and provided to, Pearl.

2. The evidence is sufficient to support the trial court's finding that the services and materials of value were furnished to Pearl.

The second prong of the trial court's Finding No. 20 is essentially identical to the first, and both encompass the first two essential elements of a quantum meruit claim. Thurs, we will not reexamine the evidence to attempt to distinguish the second sub-part of Finding No. 20 from the first.

3. The evidence is sufficient to support the trial court's finding that the services and materials supplied to Pearl were accepted by them and used or enjoyed by them.

Pearl argues that just because its representatives were on site and did not object to the work Charger performed does not equate to Pearl "accepting" Charger's work. Pearl further argues that requests for information from Charger should be directed to PDS, and that its representatives—Jimmy Varela and Dennis Dria, both of whom were consultants for Pearl—were not authorized "to authorize PDS to hire people on behalf of Pearl." Pearl argues that it could not have stopped Charger from working on the site because "PDS was in ‘Care, Control or Custody’ of the wellsite" and to attempt to stop Charger's work, Pearl would be breaching the Turnkey Contract if it attempted to take over control of the work site.

The plaintiff in a quantum meruit claim must prove that the defendant accepted the services or materials. Vortt Expl. Co., Inc. v. Chevron U.S.A., Inc. , 787 S.W.2d 942, 944 (Tex. 1990). Acceptance can be proven by presenting evidence that the defendant knew and did not object to the materials or services furnished by the plaintiff. See Colbert v. Dallas Joint Stock Land Bank , 136 Tex. 268, 150 S.W.2d 771, 773 (1941).

The evidence shows that representatives present at the #4 Well on Pearl's behalf knew that Charger was on site, and knew what the plan for remediation entailed. Those plans were then communicated directly to the owner of both Pearl entities, Ms. Dria. Ms. Dria testified that she did not have actual knowledge that Charger was at the #4 Well performing remediation services. However, she testified her husband, Dennis Dria, was her "eyes and ears" on the ground and he regularly communicated with her as to what was occurring. The trial court also found, and the evidence supports, that Mr. Dria's knowledge regarding what was occurring at the #4 Well site and who was working at the site was imputed to Ms. Dria and both Pearl entities. Ms. Dria testified that she had consultants present at the #4 Well site during the remediation process "to make sure that things were taken care of whatever needed to be taken care of and there was action undergoing." We therefore find the evidence supports the trial court's finding that Pearl accepted the services and goods provided by Charger and that those goods were enjoyed by Pearl.

4. The evidence is sufficient to support the trial court's finding that the services and materials were provided under such circumstances as to put Pearl on reasonable notice that Charger expected to be paid for those services.

Pearl claims that it did not have notice that Charger expected to be paid by Pearl because Charger did not submit any invoices to Pearl and did not contact Pearl for payment until a year after the work was performed. Further, they argue that Charger's expectation that PDS would pay them, as evidenced by the submission of their invoices to PDS initially, precludes an evidentiary finding that they expected payment from Pearl.

In order to prove a claim for quantum meruit, the plaintiff must establish that the defendant was on notice that the plaintiff expected to be paid for the services provided. See Vortt Expl. Co. , 787 S.W.2d at 944-45. In support of its arguments, Pearl cites to Heldenfels Bros., Inc. v. City of Corpus Christi , in which the Court of Appeals for Corpus Christi reversed a trial court's judgment for the plaintiff on a quantum meruit claim, and the Supreme Court of Texas affirmed the reversal. See id. , 832 S.W.2d 39, 40 (Tex. 1992). In that case, the City of Corpus Christi was sued by a subcontractor for, among other things, quantum meruit when the subcontractor was not paid by the general contractor for work it performed at a city recreation center. Id. The subcontractor was hired by the general contractor to construct and deliver concrete T-beams to support the roof of the recreation center. Id. The City paid the general contractor for work completed, including authorizing a payment to cover the beams supplied by the subcontractor. Id. Subsequently, the general contractor abandoned the project and filed for bankruptcy without paying any of its subcontractors. Id. The subcontractor filed suit against the City, and the trial court found for the subcontractor on its quantum meruit claim, among others. Id. at 40-41. However, the Corpus Christi Court of Appeals reversed, finding there was no evidence to support recovery on the quantum meruit claim. Id. at 41.

In Heldenfels Bros. , the subcontractor "never actually informed the City that it expected to be paid by [the City] prior to the [general contractor's] abandonment of the project." Id. at 41. An employee of the subcontractor testified that "the City accepted, used, and enjoyed the T-beams ‘under such circumstances as [the subcontractor] ... reasonably notified the City that they expected the City to pay for the work[,]’ " but evidence of what actually constituted those circumstances was not elicited in the testimony. The subcontractor's owner also testified that it is normal for a subcontractor to look to a property owner for payment if neither the general contractor nor a bonding company makes payment, "and that he would be ‘greatly surprised’ if the City was not aware of [the subcontractor's] expectations before it began work on the project." Id. Both the Corpus Christi Court of Appeals and the Supreme Court of Texas found that this evidence constituted no more than a scintilla of evidence that the City was on notice of the subcontractor's expectation that payment would come from the City prior to completion of its work and delivery of the beams to the worksite. Id. Accordingly, the trial court's judgment was reversed based on the no-evidence finding of this essential element to the subcontractor's claim.

This Court previously considered Heldenfels Bros. and similar facts in R & M Development, Inc. v. Howard Lumber Co., Inc. , No. 08-00-00337-CV, 2001 WL 1429420, *3-5 (Tex.App.--El Paso November 15, 2001, no pet.)(not designated for publication). In R & M Development, Inc. , this Court found that the "notice of expectation of payment" element in a quantum meruit claim need not be explicit, and evidence of custom and usage within an industry "is relevant to a determination of whether an owner should have known that a party anticipated compensation for services rendered." Id. at *4. In that case, two subcontractors provided uncontroverted testimony that it was typical in the construction industry for a subcontractor to look to an owner for payment if the general contractor did not tender payment. Id. This evidence was relied upon by this Court, in conjunction with other evidence adduced at trial, in determining that there was sufficient evidence to support a finding that the owner knew or should have known that the subcontractors would seek payment from him. Id. Specifically, the owner or one of his agents was on site almost every day of the project's construction, he was in continual contact with the subcontractors, and none of the money he paid to the general contractor before it walked off the job was earmarked for paying subcontractors. Id.

Here, the evidence establishes Pearl was a sophisticated mineral operations entity and Ms. Dria had over forty years of experience in the oil and gas industry. Charger's representative testified they expected payment would be forth-coming from Pearl based on their experience with other emergency-services work they had done in the past, which we have determined to be sufficient to support the Court's No. 26 Finding. Pearl had representatives on the site regularly updating Ms. Dria regarding the status of the remediation of the blowout. There was no evidence Pearl or its agents had any contact with Charger or its employees; however, Pearl was aware PDS walked off of the well site in January of 2017 a few months following the loss of control incident, and as a result, Pearl was required to take over all operations. There is also a lack of evidence in the record that gives any indication Pearl had any reason to believe Charger was doing the work for free or otherwise did not expect to be paid for it.

We find the evidence is sufficient to support the trial court's finding on this sub-issue.

We overrule Appellant's third issue.

Appellants' Issue No. Four: Trial Court erred in denying Motion for New Trial because quantum meruit claim is precluded based upon limitation of liability in Texas Property Code § 56.043.

In its fourth issue, Pearl argues the trial court erred in denying its motion for new trial because the limitation of liability in Section 56.043 of the Texas Property Code precludes a finding of quantum meruit.

Standard of Review

The denial of a motion for new trial is generally reviewed under an abuse of discretion standard. See In re R.R. , 209 S.W.3d 112, 114 (Tex. 2006). A trial court abuses its discretion when it acts arbitrarily, unreasonably, and without reference to any guiding rules and principals, or renders a decision that is "so arbitrary and unreasonable as to amount to a clear and prejudicial error of law." In re Bass , 113 S.W.3d 735, 738 (Tex. 2003)(orig. proceeding) (quoting Walker v. Packer , 827 S.W.2d 833, 839 (Tex. 1992)(orig. proceeding) ). A reviewing court "must determine that the facts and circumstances presented ‘extinguish any discretion in the matter.’ " [Internal citation omitted]. Kaiser Found. Health Plan of Tex. v. Bridewell , 946 S.W.2d 642, 646 (Tex.App.--Waco 1997, orig. proceeding). It must not substitute its own judgment for that of the trial court's. Bowie Mem'l Hosp. v. Wright , 79 S.W.3d 48, 52 (Tex. 2002).

Analysis

Section 56.043 of the Texas Property Code reads,

A property owner who is served with a mineral subcontractor's notice may withhold payment to the contractor in the amount claimed until the debt on which the lien is based is settled or determined to be not owed. The owner is not liable to the subcontractor for more than the amount that the owner owes the original contractor when the notice is received.

TEX.PROP.CODE ANN. § 56.043.

Pearl's motion for new trial argued the second part of Section 56.043 is a "statutory limitation on a mineral owner's liability to subcontractors[,]" which would precludes the award for quantum meruit here.

Pearl acknowledges Charger did not seek to foreclose on a lien of the type contemplated in Chapter 56 of the Texas Property Code. See, generally , TEX.PROP. CODE ANN. § 56.002 (stating that mineral contractors and subcontractors may assert liens to secure payment for services rendered related to mineral activities on a property); Id. at § 56.021(b)(stating that a mineral subcontractor claiming a lien must serve written notice on the property owner no later than ten days before a person claiming the lien files his affidavit with the county clerk). Further, as Charger points out there is no evidence in the record before us that Chapter 56 governs the relationship between Charger and Pearl since, as we acknowledge herein, the evidence supports the trial court's finding there is no express or implied contract between them. See id. at § 56.001(2), (4).

We do not believe the instant case demonstrates a "clear repugnance between the common law and statutory cause[ ] of action" which would be required in order to preclude Charger's right to recovery under the common law. See Cash Am. Intern. Inc. v. Bennett , 35 S.W.3d 12, 16 (Tex. 2000). Chapter 56 liens are clearly rooted in contractual rights afforded to mineral contractors and subcontractors. See, generally , TEX.PROP.CODE ANN. § 56.001. Quantum meruit, on the other hand, is equitable relief that is precluded when the parties' relationship is governed by a contract. See Vortt Expl. Co. Inc. , 787 S.W.2d at 944.

Nothing present in the record before us indicates that the trial court abused its discretion in denying Pearl's motion for new trial on this basis. We overrule Pearl's fourth issue.

Appellants' Issue No. Five: Trial Court erred in using industry custom to alter the terms of the Turnkey Drilling Contract and the alleged contract between PDS and Charger.

In its fifth and final issue on appeal, Pearl alleges that the trial court's Finding No. 26 is factually and legally insufficient based on the evidence in the record. It further argues that even if the evidence supported such a finding, "industry custom cannot alter or add to the unambiguous terms of a contract." Pearl relies upon the recent Texas Supreme Court case that held that extraneous evidence of facts and circumstances outside the four-corners of the contract, including evidence of industry custom, cannot be used to add to, alter, or otherwise change a contract's terms. See Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc. , 590 S.W.3d 471, 485-86 (Tex. 2019).

We have determined Finding No. 26 is legally and factually sufficient based on the evidence received by the trial court. Further, Pearl has failed to persuade us the trial court's findings altered or added to the unambiguous terms of the Turnkey Contract. The terms of the Turnkey Contract and the rights and obligations of Pearl Operating and PDS as to each other stand unaltered; rather, it is Pearl's obligation to Charger that was affected by the trial court's judgment. In fact, Pearls' ability to seek recourse against PDS for allegedly breaching its contract with Pearl for PDS's failure to hold Pearl harmless for any damages arising out of the blowout is unaffected by the trial court's findings of fact and conclusions of law. However, PDS's obligations to Pearl under the Turnkey Contract do not obviate Pearl's obligation to Charger for benefits it received from Charger's work that remain unpaid. The judgment of the trial court makes Charger whole without taking away Pearl's ability to become mount a claim against PDS under the Turnkey Contract.

Appellants' fifth issue is overruled.

CONCLUSION

The outcome of this appeal turns substantially on the standards of review by which this Court is fettered. Although reasonable minds might disagree with the fact finder's interpretation of the evidence, we cannot overturn a well-reasoned judgment based upon findings of fact and conclusions of law that are adequately, if not amply, supported by the evidence.

As to Pearl's first and second issues, the trial court's findings, and other evidence in the reporter's record, constitutes more than a mere scintilla to support the trial court's finding there was no contract between Charger and PDS, or Charger and any other entity regarding its work at the #4 Well. Further, there is no evidence in the trial court's Findings of Fact or the reporter's record to support Pearl's claim Charger had a contract with PDS or any other party that could serve as an affirmative defense to Charger's claim for quantum meruit.

On Pearl's third issue, we find the trial court's Finding No. 20, which relates to the elements supporting its conclusion at law on Charger's quantum meruit claim, are both legally and factually sufficient based upon the evidence received at trial.

On Pearl's fourth issue, we find Charger's quantum meruit claim is not precluded by operation of the limitation of liability in Texas Property Code Section 56.043 because the instant transaction is not governed by that chapter of the Texas Property Code.

Finally, we find adequate evidence in the record to support both the legal and factual sufficiency of Finding No. 26. We are not persuaded the trial court erred in making such a finding as it has no determinative outcome on the terms of the contract between Pearl Operating and PDS, and is not prohibited based on the standard reiterated in the Barrow-Shaver Resources case.

Having overruled each of Appellants' five issues, judgment of the trial court is affirmed.