Conn Credit I, LP v. TF Loanco III, LLC, No. 17-40148 (5th Cir. 2018)Annotate this Case
Conn Credit filed suit against TF Loan for breach of contract and TF Loan counterclaimed for breach. The Fifth Circuit reversed the district court's judgment in favor of Conn, holding that Conn's representations and warranties in Section 8.5 of the Sale Agreement were false because Conn's failure to refund canceled retail service agreement (RSA) accounts violated Section 1304.159(c) of the Texas Occupations Code. Therefore, Conn did not satisfy the condition precedent in Section 10.2, and its claim for breach of contract failed. The court also held that the district court erred as a matter of Texas law by imposing a prejudice requirement on TF Loan; Conn failed to show that anything in the Sale Agreement imposed a materiality requirement on the Section 10.2 condition; Conn failed to show that TF Loan waived the condition precedent in Section 10.2; and Conn's remaining claims failed. Finally, the court held that TF Loan was entitled to repurchase of accounts in the Bulk Sale and Deliveries One and Two with canceled RSAs.