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Click here for the full text of this decision FACTS:The dispute arose from the purchase of a steel-frame building manufactured by Morgan Buildings and Spas Inc. Cynthia Meyers, the former board president of the Humane Society of Southeast Texas, went to Morgan to look at carports. Carey Sonnier, a Morgan assistant branch manager, worked with Meyers. Meyers told Sonnier the Humane Society wanted to buy a building in which to store animal food and lawn equipment, and she told him the carport would be ideal if Morgan could add sides, a front and back, and double doors on both ends. She also told Sonnier that the Humane Society planned to install its pre-existing shelves inside against the walls. Meyers told Sonnier the building needed to be secure. She wanted to prevent rodents from entering the building. Sonnier told her Morgan could add sides and doors, making the building secure. Sonnier told her the slab should be built with a “rat lip.” After obtaining funding, Meyers returned to Morgan and told Sonnier the Humane Society was ready to buy the building. The building would have almond-colored sides with a green top and green trim. Meyers reiterated the Humane Society’s other requests from the first meeting. Meyers testified that, by writing the check for the down payment, she “was relying on Morgan Buildings and their sales person to satisfy the needs that we had stated, and he said he could satisfy.” The price of the building was $4,495. The purchase agreement provided that the Humane Society agreed to purchase, and Morgan agreed to “manufacture, deliver and erect,” a steel-frame building. The nominal “eave height” was listed as “6.” In Sonnier’s handwriting, the “comments and specifications” section of the purchase agreement described the structure as: “14 x 32 x 6′ SFB (4-WALL) W/DBL SWING OPEN CUSTOM DOORS ON BOTH 14′ ENDS. ALMOND W/GREEN TRIM AND GREEN ROOF. CUST. SLAB NEEDS TO BE 13′ 9″ x 31′ .” A sketch below this description depicted the width and length of the building. The actual width was to be 13′ 9″, and the actual length was to be 31′. The purchase agreement disclaimed the authority of any agent, employee or representative to bind Morgan to any affirmations, representations or warranties not contained in the agreement. A merger and integration clause stated that: the contract contained the entire agreement of the parties; there were no other promises, agreements or warranties; and all previous contracts, offers, solicitations, bids, proposals or communications were superseded unless expressly incorporated in the contract. Any modifications had to be in writing and were only binding if signed by all the parties to the contract. On the date Meyers signed the purchase agreement, Meyers and Sonnier both signed a document titled “Clear Span Steel Buildings Specifications and Drawing” that referenced the purchase agreement. The specifications indicated that the Humane Society was to provide the slab, and Morgan was to supply a base rail and install a 13’9″ x 31′ building with almond-colored siding and green roof and trim. The wall height was described as “6 foot.” Morgan delivered a steel frame structure and completed its construction. Meyers explained that when she saw the building, “the sides were the wrong color, the roof was brought down all the way on the sides. There was no sides. It was roof all the way from the tiptop to the ground.” Meyers testified the metal on the north and south sides of the building was very rusted, the doors fit poorly, the locks did not work, the door on the south side of the building did not have a heavy-duty steel frame around it, the insulation was not present, there were gaps under the door and between the wall and the ceiling, there were holes in the roof where the builders had “missed” the rafter and had instead drilled into the roof, portions of the metal did not meet properly and the building was the wrong color. Meyers explained that the building was too short and it contained internal bracing, which made it impossible to store anything over four-and-a-half feet tall against the walls on either side. The building she selected during her visit to Morgan did not contain this bracing. Meyers testified the Humane Society’s shelving would not “even come close to fitting” inside the building Morgan provided, because there were only about four-and-a-half feet on the side of the building before the internal bracing began, and the building contained “bracing every 4 feet . . . that was not on the original carport that we looked at there at Morgan Buildings.” Because the building Morgan provided was not secure, the Humane Society could not store its lawn mower and lawn equipment in the building. The Humane Society ultimately purchased another building for $4,300 and eventually paid $5,500 to convert its cat patio into a food storage room. It attempted to store animal food in the Morgan building but had to discard approximately one hundred bags of food due to rodent infestation. According to Meyers, the Morgan building has zero market value for storing animal food, and the Humane Society could not store lawn equipment in the building. Meyers immediately called Sonnier and told him the building Morgan installed was not the building the Humane Society ordered. Sonnier came to the Humane Society and assured Meyers “that everything would be fixed.” Meyers explained that Morgan cut the roof off so that sides could be put on the building, corrected the color by placing almond-colored sides on the building, and replaced the metal on the rusty doors. According to Meyers, there was a one- to two-inch gap underneath the doors, allowing rodents to enter the building. The sides of the building did not fit properly onto the “rat lip” of the slab, and Morgan never installed heavy-duty metal for the locking mechanism. The trial court made findings of fact and conclusions of law on the causes of actions asserted by the Humane Society. The court ordered Morgan to pay the Humane Society $4,495 for the cost of the Morgan building, $1,000 for the cost of lost animal food, $4,300 for the cost of the replacement building purchased to store the lawn equipment, $5,500 for the cost of remodeling existing structures to store animal food and statutory damages of $2,000. The trial court also ordered that Morgan pay the Humane Society attorneys’ fees of $20,000 through trial, $11,000 should the case be appealed to the court of appeals and $5,000 should the case be appealed to the Texas Supreme Court. HOLDING:Reversed and rendered in part, reversed and remanded in part. Morgan’s first issue asserted the trial court erred in finding that Morgan breached the contract. Morgan argued that the written purchase agreement represented the parties’ complete integrated contract and that any orally agreed requirements for the structure are unenforceable. Morgan argued on appeal that it agreed to sell a 14-foot by 32-foot steel frame building with walls that were six feet high and double swing-open doors at both ends and that it delivered and installed such a building. An agreement is integrated if the parties intended a writing to be a final and complete expression of agreed terms. The height of the building delivered, the court stated, was a central issue in the parties’ contract dispute. The roof of a boxed-in carport, or steel frame building, has “eaves” that are extensions of the roof down the sides of the frame. The purchase agreement specifies the “eave height” is to be “6,” presumably 6 feet, as that is the designated height of the walls to be added. The purchase agreement, the court stated, did not specify how far the eaves are to extend down the side of the frame, and the agreed height of the structure could not be determined from the purchase agreement. Considering such surrounding circumstances, the court concluded that the written purchase agreement was not intended to embody the complete and exclusive terms of the agreement of the parties and thus was only partially integrated. Under the parol evidence rule, the court stated, the trial court could consider evidence of consistent additional terms to explain or supplement the terms of the written agreement. In addition, the court stated that the trial court could reasonably conclude the use of the word “building” in the contract meant the structure was intended to provide protection from the weather. The structure manufactured, delivered and erected was not the correct height or type, the court stated, and was not weatherproof. As a result, the court found that Morgan did not deliver the structure it agreed to supply. While the court concluded that Morgan breached the contract, it found that insufficient evidence existed regarding the amount of damages. The court also found that recoverable attorneys’ fees were not segregated from nonrecoverable fees. As a result, the court remanded the matter for a new trial on the contract claim. The court, however, concluded that the Humane Society’s DTPA, fraud and warranty claims lacked merit and rendered that the Humane Society take nothing on those claims. OPINION:Gaultney, J.; Gaultney and Kreger, JJ. CONCURRENCE AND DISSENT:McKeithen, C.J. “I agree with the majority that the DTPA, fraud, and warranty claims have no merit. Because I also believe the breach of contract claim is without merit, I would reverse and render judgment that Humane take nothing from Morgan.”

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