Gil Botello, Inc. v. Blooming Grove Independent School District--Appeal from 13th District Court of Navarro County

NO. 10-90-132-CV

IN THE

COURT OF APPEALS

FOR THE

TENTH DISTRICT OF TEXAS

AT WACO

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GIL BOTELLO, INC.,

Appellant

v.

BLOOMING GROVE ISD,

Appellee

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From 13th Judicial District Court

Navarro County, Texas

Trial Court #592-89

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OPINION

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We must interpret a written contract between the parties to determine if the contract was for a one-year term or a four-year term. Because we determine that it was a one-year contract and because of implied findings of fact, we will affirm the judgment.

The contract, effective September 1, 1987, provided that Gil Botello, Inc. would furnish janitorial services and supplies to Blooming Grove Independent School District. After describing the services and supplies to be furnished, it provided:

We are a five night a week service. Our contract is for 12 months with a 60 day cancellation clause by either party . . . .

Additional Information: We offer the above supplies for $329.89 per month (12 months) which totals $3,958.68 a year. This price is guaranteed for two years (1989). The cleaning service contract is for four years with no price increase - starting Sept 1, 1987 thru Sept 1, 1992.

(Emphasis added). The contract was on Botello's form and was signed by Botello's president, who wrote in the italicized words.

The statement of facts does not contain any evidence of events during 1988. In August 1989, the school district's superintendent, Raymond Morris, met with Botello's president to discuss his dissatisfaction with the service being provided by Botello. After the meeting, Botello's president wrote a letter to the superintendent, which included:

8. You then informed me that our contract would not be renewed and that you could clean the school cheaper yourself. I explained that we gave the school a more than competitive bid (twice) on a guaranteed price for 5 years on service and supplies. At the last rebidding, I believe there were 15 other bids. . . .

Mr. Morris, we wish you only the best of luck and we will be moving our equipment and supplies out at the end of the month. I've been informed your maintenance crew will be leaving for other school districts as well.

We at Gil Botello, Inc., would like to thank each and every board member for the opportunity to service Blooming Grove School all these years.

(Emphasis added). Botello moved its supplies from the school district's premises at the end of August.

Botello contends that, because the handwritten portion of the contract modified the printed one-year provision, the contract's duration was for four years, and it was therefore entitled to recover damages for the school district's failure to give notice of cancellation. Neither party contends that the sixty-day cancellation provision was modified or eliminated. The school district argues that the handwritten modification did not specify the term, but only guaranteed the price for four years in the event the district elected to renew the contract annually.

We have the duty to read, construe and consider the contract within its four corners so that all of its provisions will be taken into consideration and construed together to give effect to all, if possible, and ascertain the meaning and effect of the contract. City of Midland v. Waller, 430 S.W.2d 473, 478 (Tex. 1968). Additionally, in Texas a contract is generally construed most strictly against its author and in such a manner as to reach a reasonable result consistent with the apparent intent of the parties. Republic National Bank v. Northwest National Bank, 578 S.W.2d 109, 115 (Tex. 1978). We believe that the handwritten portion of the contract dealt only with the guarantee of the price which was offered by Botello. The first sentence set the price of supplies not included within the basic services and clearly guaranteed that price. Although worded slightly differently, the second sentence agreed to "no price increase" for a period described as four years. In addition, we are persuaded that the term was intended to be for one year by the letter in which Botello's president described its offer as a "guaranteed price." Therefore, we interpret the contract to be a one-year contract which the school district did not renew at the end of August, 1989.

The record contains no findings of fact and conclusions of law. The school district plead that even if the contract was a for a four-year term Botello acquiesced in the district's decision to terminate the agreement, citing the conciliatory language in Botello's letter and its voluntary removal of its equipment at the end of August. Without findings of fact or conclusions of law, a judgment implies all necessary findings of fact to support it. In re Estate of Johnson, 781 S.W.2d 390, 392 (Tex. App.--Houston [1st Dist.] 1989, writ denied). Where implied findings of fact are supported by the evidence, our duty is to uphold the judgment on any theory of law applicable to the case. See id. at 392. Here, the evidence supports the implied finding that Botello acquiesced in the termination of the contract. See id.

Because we interpret the contract to be of one year's duration and because of the implied finding that Botello acquiesced in its termination, we do not reach the school district's contention that the school district could not have legally entered into the contract for four years. We affirm the judgment.

BILL VANCE

Before Chief Justice Thomas,

Justice Cummings

and Justice Vance

Affirmed

Opinion delivered and filed March 7, 1991

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