Opinion
01-22-00441-CV
05-02-2023
HOME ASSET, INC. D/B/A NEWQUEST PROPERTIES, A-S 85 VICTORY LAKES TOWN CENTER, L.P., AND BRAZOS TC SOUTH PARTNERSHIP A, L.P., Appellants v. MPT OF VICTORY LAKES FCER, LLC, MPT OF ROSENBERG FCER, LLC, AND MPT OF KATY 1463 FCER, LLC, Appellees
On Appeal from the 268th District Court Fort Bend County, Texas Trial Court Case No. 22-DCV-293350
Panel consists of Chief Justice Adams and Justices Kelly and Goodman.
MEMORANDUM OPINION
Gordon Goodman Justice
This accelerated interlocutory appeal arises from a commercial landlord- tenant dispute. After the appellants, the landlords, notified the appellees, the tenants, of the termination of three leases, demanded surrender of the premises, and threatened to exclude the appellees from the premises, the appellees filed suit for breach of contract and tortious interference with contract or prospective business relations. The appellees also sought declaratory relief and applied for the entry of a temporary injunction preventing the aforementioned termination, surrender, and exclusion. The trial court entered a temporary injunction enjoining two of the appellants from terminating two of the three leases at issue. These appellants challenge the temporary injunction, arguing that the trial court erred because the appellees did not show a probable right to relief or irreparable harm.
On its face, the temporary injunction does not comply with the mandatory requirements of Rule 683 of the Texas Rules of Civil Procedure. Therefore, the trial court's order is void. We dissolve the order and remand for further proceedings.
BACKGROUND
The trial court granted the appellees' application for a temporary injunction in part. In its temporary-injunction order, the trial court enjoined two of the appellants from reentering premises that are leased to two of the appellees for the purpose of denying these two appellees access to and the use of these premises. With respect to the irreparable harm these two appellees would suffer in the absence of injunctive relief, the trial court stated: "The Court finds that [the appellees] will suffer imminent and irreparable harm due to the denial of access to real property, the probable loss of [their] investment in such property and improvements and the likelihood of adversely affecting the contractual agreements would be difficult to measure unless a temporary injunction is granted." The trial court's temporary-injunction order does not elaborate further on the subject of irreparable harm.
DISCUSSION
Standard of Review
We review a trial court's temporary-injunction order for an abuse of discretion. Parker v. Schlumberger Tech. Corp., 475 S.W.3d 914, 926 (Tex. App.- Houston [1st Dist.] 2015, no pet.). In ordering temporary injunctive relief, a trial court abuses its discretion if it does not strictly comply with the requirements of Rule 683 of the Texas Rules of Civil Procedure. Hoist Liftruck Mfg. v. Carruth-Doggett, Inc., 485 S.W.3d 120, 123 (Tex. App.-Houston [14th Dist.] 2016, no pet.).
Applicable Law
Temporary injunctions are an extraordinary remedy and do not issue as a matter of right. Clark v. Hastings Equity Partners, 651 S.W.3d 359, 366 (Tex. App.-Houston [1st Dist.] 2022, no pet.). Rule 683 of the Texas Rules of Civil Procedure, which governs the form and scope of temporary injunctions, sets forth mandatory requirements that a trial court must abide by when ordering this extraordinary remedy. Id. If the trial court does not do so, its order is void. Id.; Intercont'l Terminals Co. v. Vopak N. Am., 354 S.W.3d 887, 899 (Tex. App.-Houston [1st Dist.] 2011, no pet.); e.g., In re Chaumette, 456 S.W.3d 299, 306 (Tex. App.-Houston [1st Dist.] 2014, orig. proceeding) (holding order was void because it did not satisfy Rule 683 by specifying why irreparable injury would result).
Among other things, Rule 683 mandates that an order granting an injunction "shall set forth the reasons for its issuance" and "shall be specific in terms." Tex.R.Civ.P. 683. Hence, a temporary-injunction order must "specifically set forth the reasons the trial court believes irreparable injury will result absent an injunction preserving the status quo pending a trial on the merits." Clark, 651 S.W.3d at 366. The trial court's statement of reasons must be explanatory rather than conclusory. In re Chaumette, 456 S.W.3d at 305. Mere recitals of harm are not enough. Id. The trial court must explain why irreparable harm will result. Clark, 651 S.W.3d at 373.
Due to Rule 683's explicit mandate that a trial court specify its reasons for the issuance of a temporary injunction in the temporary-injunction order itself, we cannot infer the reasons for an injunction from the pleadings, evidence presented at the hearing on the application, or the trial court's oral pronouncement. Moreno v. Baker Tools, 808 S.W.2d 208, 211 (Tex. App.-Houston [1st Dist.] 1991, no writ). Accordingly, we cannot affirm a temporary-injunction order that does not comply with Rule 683 on the ground that the trial court nonetheless made a reasonable decision based on the underlying facts of the case. Helix Energy Sols. Grp. v. Howard, 452 S.W.3d 40, 44-45 (Tex. App.-Houston [14th Dist.] 2014, no pet.).
Because a temporary-injunction order that does not satisfy Rule 683's requirements is void, rather than voidable, error preservation is not required. See Conlin v. Haun, 419 S.W.3d 682, 686-87 (Tex. App.-Houston [1st Dist.] 2013, no pet.) (holding temporary injunction that does not satisfy Rule 683 is void, not merely voidable, and party who agreed to it was not estopped from challenging it). Indeed, an appellate court must dissolve a void temporary-injunction order even if the litigants do not raise the issue on appeal. Clark, 651 S.W.3d at 370 n.8; Kaufmann v. Morales, 93 S.W.3d 650, 656 (Tex. App.-Houston [14th Dist.] 2002, no pet.).
Analysis
In the temporary-injunction order, the trial court found that the appellees would "suffer imminent and irreparable harm due to the denial of access to real property, the probable loss of [their] investment in such property and improvements and the likelihood of adversely affecting the contractual agreements would be difficult to measure unless a temporary injunction is granted." On their face, these findings of irreparable harm are conclusory and thus cannot support injunctive relief.
A conclusory statement about irreparable harm cannot support injunctive relief. E.g., Clark, 651 S.W.3d at 373-74 (explaining that temporary-injunction order must articulate reasons why irreparable harm will occur, not merely assert that irreparable harm will occur, and holding conclusory statements did not satisfy Rule 683). A statement is conclusory if it does not articulate the factual basis on which it rests, effectively insisting that the reader accept the writer's say-so without explanation. See Arkoma Basin Expl. Co. v. FMF Assocs. 1990-A, Ltd., 249 S.W.3d 380, 389 (Tex. 2008) (indicating that testimony is conclusory if witness offers unexplained conclusion or asks factfinder to take witness's word on matter); e.g., Nat. Gas Pipeline Co. of Am. v. Justiss, 397 S.W.3d 150, 161 (Tex. 2012) (holding testimony that did not explain basis for market-value opinions was conclusory). In Clark, which involved disputed claims about the enforceability and scope of covenants not to compete or solicit business, our court held that the trial court's barebones recital that certain parties had violated the covenants and likely would continue to do so if unrestrained, causing irreparable harm, including damages impossible to accurately and fully assess, was conclusory. 651 S.W.3d at 374.
The instant temporary-injunction order's recital of irreparable harm is indistinguishable from the one in Clark. Here, the underlying dispute concerns the appellants' attempted termination of three commercial leases and the appellees' ensuing suit for breach of these contracts and tortious interference with other contracts or prospective business relations. In its order, the trial court states that denial of access to two of the properties at issue would irreparably harm the appellees. But the appellees' continued access to these properties is the very matter in dispute in this suit. Thus, the trial court's order is circular in nature, saying no more than that the appellees will be irreparably harmed if the appellants are allowed to terminate the leases without explaining why doing so will cause irreparable harm. Circular explanations of this sort are conclusory and thus inadequate to support a temporary injunction. See Byrd Ranch v. Interwest Sav. Ass'n, 717 S.W.2d 452, 454 (Tex. App.-Fort Worth 1986, no writ) (observing that temporary-injunction orders that merely reaffirm what appellants are being enjoined from doing-by stating, for example, that appellants "are enjoined from doing X because X will be done unless so enjoined"-are not explanatory and holding that order enjoining mining on basis that mining would continue, thereby causing irreparable harm, was conclusory); see also Courtlandt Place Historical Found. v. Doerner, 768 S.W.2d 924, 925 (Tex. App.-Houston [1st Dist.] 1989, no writ) (rejecting argument that temporary-injunction order's directive to deactivate locks on gates "so that they remain unlocked and unrestricted to ingress and egress" explained why irreparable harm would occur without order and instead simply detailed nature of enjoined activity). In general, harm is irreparable when the harmed party has no adequate remedy at law. Kennedy v. Gulf Coast Cancer & Diagnostic Ctr. at Se., 326 S.W.3d 352, 360 (Tex. App.-Houston [1st Dist.] 2010, no pet.). So, for example, harm is irreparable if the harm cannot be adequately compensated in damages or if the damages cannot be measured by any certain pecuniary standard. Id. The trial court recites that the appellees' losses "would be difficult to measure" without a temporary injunction. However, the trial court does not assert that the appellees could not be adequately compensated in damages or that their damages could not be measured by any certain pecuniary standard. Indeed, the trial court does not even explain why their losses would be difficult to measure under the circumstances of this case.
The lone possible explanation that arguably is discernible from the trial court's temporary-injunction order derives from its cursory language about the appellees' investment, improvements, and other contractual agreements. But the order does not identify the nature of the investment or improvements and indicates that the other contractual agreements are assignments of the leases or subleases. And the order does not explain why losses related to the appellees' investment, improvements, or other contractual agreements-all items that usually can be valued in money and compensated in damages-constitute irreparable harm in this case. Usually, money damages are an adequate remedy unless the law considers the loss in question unique or irreplaceable. Cheniere Energy v. Parallax Enters., 585 S.W.3d 70, 76-77 (Tex. App.-Houston [14th Dist.] 2019, pet. dism'd) (en banc). The trial court's order does not state that the appellees' investment, improvements, or other contractual agreements are unique or irreplaceable, let alone explain why.
Here, the appellees assert claims for breach of contract and tortious interference with contract or prospective business relations. Courts ordinarily will not enforce contractual rights by injunction, in part because a party can seldom show irreparable harm when damages are available for breach of contract. Reach Grp. v. Angelina Grp., 173 S.W.3d 834, 838 (Tex. App.-Houston [14th Dist.] 2005, no pet.). Consequently, when, as here, a trial court's temporary-injunction order does not explain the reasons why the termination of a commercial lease will result in irreparable harm absent pretrial injunctive relief, the order does not satisfy the mandatory requirements of Rule 683 and cannot support the entry of a temporary injunction. E.g., Caniglio v. Woods, 593 S.W.3d 856, 858 (Tex. App.-Texarkana 2019, no pet.) (holding order enjoining interference with hay-harvesting lease was void because order did not explain why irreparable harm would occur without temporary injunctive relief and observing that order's recital that irreparable harm would result but for order due to denial of agreed use of leased premises free from obstruction or restriction did not constitute explanation of irreparable harm in light of failure to state why money damages would not have been adequate remedy); El Tacaso, Inc. v. Jireh Star, Inc., 356 S.W.3d 740, 745-48 (Tex. App.-Dallas 2011, no pet.) (holding order enjoining eviction, lockout, or other interference with commercial lease to regain possession of premises was void because order did not explain why irreparable harm would occur without temporary injunctive relief); Kotz v. Imperial Cap. Bank, 319 S.W.3d 54, 56-57 (Tex. App.-San Antonio 2010, no pet.) (holding order enjoining party from taking or trying to take possession of commercially leased premises was void because order did not explain why irreparable harm would occur absent temporary injunction and rejecting argument that order's recital that irreparable harm would result from interruption of possession and use of leased premises constituted adequate explanation of irreparable harm).
We acknowledge that courts sometimes enter temporary injunctions in suits involving real estate, in doing so noting that real estate is generally unique. But this typically occurs in home-foreclosure suits, in which ownership is at issue. E.g., Stewart Beach Condo. Homeowners Ass'n v. Gili N Prop Invs., 481 S.W.3d 336, 350-51 (Tex. App.-Houston [1st Dist.] 2015, no pet.) (stating temporary injunctive relief is appropriate to block home foreclosure because it is obvious that property owner likely will be harmed if home is foreclosed and sold while suit is pending); see also Pinnacle Premier Props. v. Breton, 447 S.W.3d 558, 565-66 (Tex. App.- Houston [14th Dist.] 2014, no pet.) (distinguishing home-foreclosure cases and rejecting argument that temporary injunction was warranted due to real estate's uniqueness in suit for wrongful foreclosure given that home had already been foreclosed). Ownership is not at issue in the instant suit, which involves commercial leases. Moreover, even when a lawsuit relates to real estate in some fashion, the trial court is not excused from Rule 683's mandate that a temporary-injunction order explain why irreparable harm will result without an injunction. See Kotz, 319 S.W.3d at 57-58 (rejecting argument that order's recital that parties would suffer irreparable harm as to their use and possession of real property constituted sufficient explanation in context of suit in which parties disputed title, possession, and use of property).
We also acknowledge that courts may sometimes be warranted in entering a temporary injunction when an ongoing business will otherwise be disrupted. Sonwalkar v. St. Luke's Sugar Land P'ship, 394 S.W.3d 186, 199 (Tex. App.- Houston [1st Dist.] 2012, no pet.). But the trial court's order does not state or even suggest that an ongoing business or businesses operate on the properties at issue.
Accordingly, we hold that the trial court's recitation of irreparable harm is conclusory, which renders the temporary-injunction order void. For this reason, the trial court abused its discretion in entering the temporary-injunction order.
Appellees' Cross-Issue
The trial court denied the appellees' application for temporary injunctive relief in part-specifically, with respect to a third commercially leased property. In their brief, the appellees ask this court to reverse the trial court's denial of injunctive relief concerning this third leased property. But on this record, we cannot do so.
A party that seeks to alter the trial court's judgment or other appealable order must file a notice of appeal. Tex.R.App.P. 25.1(c). If a party does not do so, we cannot grant that party more favorable relief than the trial court did except for just cause. Id. Under these circumstances, the party generally waives an issue that would result in us granting more favorable relief on appeal. N.Y. Party Shuttle v. Bilello, 414 S.W.3d 206, 218-19 (Tex. App.-Houston [1st Dist.] 2013, pet. denied); see also In re S.M.D., 329 S.W.3d 8, 11-12 (Tex. App.-San Antonio 2010, pet. dism'd) (noting that Rule 25.1 does not define "just cause" and no clear standard has emerged from cases but identifying two approaches-majority position in which party must show just cause for failure to file notice of appeal and minority position in which court considers substantive merits of issue in deciding whether just cause exists).
The appellees did not file a notice of appeal or cross-appeal. They have not suggested any ground on which we arguably could invoke Rule 25.1(c)'s just-cause exception, and their briefing on the substantive issue is relatively limited in nature. Thus, we hold that the appellees have waived their cross-issue as to the third lease.
CONCLUSION
We dissolve the trial court's temporary-injunction order, and we remand this cause to the trial court for further proceedings consistent with our opinion.