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Affirmed and Memorandum Opinion filed = December 18,=20 2007.

 

In The

 

Fourteenth=20 Court of Appeals

_______________

 

NO. 14-07-00118-CV

_______________

 

LOREDANA ENTERPRISE, INC., D/B/A BABBO = BRUNO AND=20 STEFANO BERTOLOTTI, Appellants

 

V.

 

 

REWARDS NETWORK SERVICES, INC., F/K/A = IDINE=20 RESTAURANT GROUP, INC., Appellee

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On Appeal from the = 280th District=20 Court

Harris County,=20 Texas

Trial Court Cause No.=20 2005-57265

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M E M O R A N D = U M  O=20 P I N I O N

Appellee, Rewards = Network=20 Services, Inc. (ARewards@) sued appellants, = Loredana=20 Enterprise, Inc. (ALoredana@) and Stefano = Bertolotti,=20 alleging breach of contract.  Following a bench trial, the = court=20 found for Rewards and entered judgment for $29,520.24 plus = pre-judgment=20 interest, post-judgment interest, attorney=3Ds fees, and = costs.  In=20 three issues, appellants challenge the legal and factual = sufficiency of=20 the evidence to support the trial court=3Ds judgment.[1]  All=20 dispositive issues are clearly settled in law.  Accordingly, = we issue=20 this memorandum opinion and affirm.  See Tex. R. App. = P. 47.4.

I.=20 Background

Loredana operates = Babbo Bruno,=20 a restaurant in Webster, Texas.  Rewards is a marketing and=20 advertising company that provides services to the restaurant=20 industry.  In February 2004, Loredana and Rewards entered = into a=20 contract whereby Loredana agreed to provide Rewards with dining = credits=20 for the purchase of food, beverages, and other services at Babbo=20 Bruno.  In exchange, Rewards agreed to pay Loredana a sum of = money=20 and promote Babbo Bruno to its members by providing credits cards = funded=20 with the dining credits.  Under the agreement, Rewards was to = receive=20 ninety percent of each transaction.  Additionally, to = facilitate=20 payment, Loredana agreed to place all the funds earned at Babbo = Bruno=20 through dining credits transactions into a bank account, = segregated from=20 its other funds. Rewards had access to the account and could = withdraw its=20 share of each transaction. Stefano Bertolotti provided his = personal=20 guaranty in the event Loredana failed to fulfill its obligations = under the=20 contract.

Subsequently, Rewards = was=20 denied access to the account and could not withdraw its portion of = $183.24=20 in dining credit transactions.   At the time, the total=20 remaining credits equaled $39,360.33.  Under the liquidated = damages=20 clause of the contract, Rewards was entitled to seventy-five = percent of=20 the remaining credits in the event of a breach of contract by=20 Loredana.  Rewards sued Loredana and Bertolotti for breach of = contract.  The trial court rendered a judgment in favor of = Rewards;=20 this appeal followed.

 

II.=20 Analysis

To recover in a = breach of=20 contract case, a plaintiff must prove (1) existence of a valid = contract;=20 (2) plaintiff performed or tendered performance; (3) defendant = breached=20 the contract; and (4) plaintiff was damaged as a result of that = breach.=20  Apache Corp. v. Dynegy Midstream Serv. Ltd. = P=3Dship, 214 S.W.3d 554, 560 = (Tex.=20 App.CHouston [14th Dist.] = 2006, no=20 pet.).  In their stated appellate issues, appellants claim = only that=20 Rewards did not prove the third element of its claimCthat Loredana = breached the=20 contract.  Specifically, appellants contend: (1) no evidence = supports=20 the trial court=3Ds finding that = Loredana=20 breached the contract; (2) the evidence was insufficient to = support the=20 trial court=3Ds finding that = Loredana=20 breached the contract; and (3) in the absence of a breach of = contract by=20 Loredana, there is no evidence to support the finding of liability = of=20 Bertolotti under his personal guaranty.  Additionally, = although not=20 addressed in their stated issues, in their ASummary of the=20 Argument,@ appellants seem to = challenge=20 the damages awarded.  Accordingly, we will consider their = complaints=20 concerning the breach of contract finding and damages.

A.       =20 Breach of Contract

In their first and = second=20 issues, appellants contend there is no evidence or the evidence is = factually insufficient to support the trial court=3Ds finding that = Loredana=20 breached the contract because (1) Rewards failed to prove Loredana = owed=20 money to Rewards; (2)  Rewards=3D damages were not the = result of=20 any act or omission of Loredana; (3) the trial court could not = rely on the=20 testimony of Rewards=3D sole witness; and = (4) Rewards=20 made no demand for any amount owed.

1.        =20 Standard of Review

A trial = court=3Ds findings in a bench = trial are=20 reviewable for legal and factual sufficiency of the evidence under = the=20 same standards as are applied in reviewing evidence supporting a=20 jury=3Ds findings.  = Catalina=20 v. Blasdel, 881 S.W.2d 295, 297 (Tex. 1994).  Findings of = fact in=20 a bench trial have the same force and dignity as a = jury=3Ds verdict on jury=20 questions.  Arrellano v. State Farm Fire & Cas. = Co., 191=20 S.W.3d 852, 855B56 (Tex. = App.CHouston [14th Dist.] = 2006, no=20 pet.).  However, the trial court=3Ds findings are not = conclusive=20 when, as here, there is a complete reporter=3Ds record.  = Id.=20

When reviewing the = legal=20 sufficiency of the evidence, we review the evidence in the light = most=20 favorable to the challenged finding and indulge every reasonable = inference=20 that would support it.  City of Keller v. Wilson, 168 = S.W.3d=20 802, 822 (Tex. 2005).  We credit favorable evidence if a = reasonable=20 fact finder could, and disregard contrary evidence if a reasonable = fact=20 finder could not.  Id. at 827.  The evidence is = legally=20 sufficient if it would enable a reasonable and fair-minded person = to reach=20 the verdict under review.  Id.  There is = Ano = evidence@ or legally = insufficient=20 evidence when (a) there is a complete absence of evidence of a = vital fact;=20 (b) the court is barred by rules of law or of evidence from giving = weight=20 to the only evidence offered to prove a vital fact; (c) the = evidence=20 offered to prove a vital fact is no more than a mere scintilla; or = (d) the=20 evidence conclusively establishes the opposite of the vital = fact. =20 See Id. at 810; Merrell Dow Pharms., Inc., v. = Havner, 953=20 S.W.2d 706, 711 (Tex. 1997). 

In reviewing factual=20 insufficiency claims, we consider all the evidence in the record, = both=20 supporting and contrary to the finding.  See Cain v. = Bain, 709=20 S.W.2d 175, 176 (Tex. 1986).  We may set aside a verdict only = if it=20 is so contrary to the overwhelming weight and preponderance of the = evidence that it is clearly wrong and manifestly unjust.  = See=20 id.

2.        =20 Whether Loredana Owed Money to Rewards?

Loredana contends the = trial=20 court erred in finding it breached the contract because Rewards = failed to=20 prove Loredana owed money pursuant to section 9 of the = contract.  We=20 disagree.

 

Under Section 9 of = the=20 contract, Rewards was entitled to withdraw from = Loredana=3Ds bank account = Aany amounts = owed.@  The record = contains=20 ample evidence proving Loredana owed money to Rewards.  Lisa = Massey,=20 Rewards=3D regional manager for = Texas and=20 Louisiana, testified that, pursuant to the contract, Rewards = provided=20 $15,000 to Loredana in return for $24,000 in dining credits.  = At some=20 point, Rewards purchased additional dining credits, making the = total=20 dining credits due $47,000.  Under the contract, Rewards held = the=20 right to withdraw from Loredana=3Ds bank account ninety = percent=20 of the funds earned at Babbo Bruno through dining credits=20 transactions.  To document these transactions, Rewards = introduced its=20 Exhibit 5, an itemized list of its member=3Ds dines.  This = exhibit=20 documented that between May 19, 2004 and May 21, 2004 Rewards = members=20 spent $183.78 in dining credits at Babbo Bruno.  Under the = contract,=20 Loredana owed Rewards ninety percent of these transactions.  = Massey=20 testified Rewards was denied permission to withdraw the funds from = Loredana=3Ds bank account, and = that=20 Rewards was never paid these funds.  This evidence = demonstrates that=20 Rewards was owed its share of the $183.78 in dining credits=20 transactions.  Therefore, we conclude Rewards presented = sufficient=20 evidence to support the trial court=3Ds finding that = Loredana owed=20 money under Section 9 of the contract.

3.        =20 Whether Any Act or Omission of Loredana Prevented Rewards From = Withdrawing=20 Money Owed?

 

Loredana further = contends=20 Rewards presented insufficient evidence for the trial court to = find the=20 stop payments, which denied Rewards access to Loredana=3Ds bank account, were = the result=20 of any act or omission by Loredana.  We=20 disagree.

Pursuant to the = contract,=20 Loredana agreed to maintain funds earned though dining credits=20 transactions in a bank account, and it authorized Rewards to = withdraw any=20 amounts owed from this bank account at any time.  In its = Exhibit 4,=20 Rewards introduced business records detailing its understanding = regarding=20 why payments from Loredana=3Ds bank account were=20 stopped.  The exhibit contains notes from a conversation = between a=20 Rewards representative and a Loredana representative indicating = Loredana=20 believed the usage of dining credits was Atoo much@ and that the = relationship was=20 putting Loredana in a Afinancial snaffue=20 [sic].@  According to = the=20 exhibit, payment was stopped because Loredana cancelled the=20 payment.

Nevertheless, = appellants=20 contend Rewards did not prove the stop payment resulted from any = act or=20 omission by Loredana.  In their brief, appellants suggest a = number of=20 alternative reasons why the bank may have stopped payment.  = However,=20 at trial, after asserting Amyriad@ reasons might = explain the=20 bank=3Ds stop payment, = including=20 accident by the bank, appellants offered no evidence to establish = those=20 reasons. Therefore, the evidence was sufficient to support the = trial=20 court=3Ds finding that the = stop payment=20 order resulted from Loredana=3Ds actions.

4.        =20 Whether the Trial Court Erred In Relying On Lisa = Massey=3Ds=20 Testimony?

 

Massey was = Rewards=3D sole witness at = trial. =20 Appellants contend the trial court erred in basing its judgment on = Massey=3Ds testimony because = she relied=20 on business records not within her personal knowledge, the = relevant=20 records were not admitted into evidence, and she did not have = personal=20 knowledge regarding the Loredana account.

a.        =20 Business Records

When a witness = possesses=20 knowledge regarding the preparation and retention of records, she = may=20 testify regarding the contents.  See in re E.A.K., 192 = S.W.3d=20 133, 142 (Tex. App.CHouston [14th Dist.] = 2006, no=20 pet.).  Here, Massey demonstrated that she had knowledge = regarding=20 Rewards=3D business = records. =20 Regarding Rewards=3D Exhibit 4 = (Rewards=3D Merchant Information = records),=20 Massey testified that Rewards maintained a call center whereby its = representatives entered notes in their computers regarding all=20 conversations with merchants.  Regarding Rewards=3D Exhibit 5 = (transaction list of=20 Rewards=3D members=3D dining credits = purchases),=20 Massey testified Rewards tracked individual transactions through = an=20 automated process that tabulated the amount of dining credits in = each=20 transaction with a merchant and debited that amount from the total = dining=20 credits remaining under the agreement.  Regarding = Rewards=3D Exhibit 7 = (Rewards=3D write-off = statement), Massey=20 testified that Rewards=3D legal department = created the=20 statement by determining the amount of dining credits Rewards = would have=20 been entitled to receive if Loredana had not breached the = contract. =20 Because Massey had knowledge regarding the preparation and = retention of=20 each business record, the trial court was entitled to rely on her=20 description of those records.  See in re E.A.K., 192 = S.W.3d at=20 142.

b.=20        =20 Rewards=3D=20 Exhibit 6

Appellants contend = the trial=20 court erred in finding that Loredana never remitted the amounts = owed to=20 Rewards because Rewards relied on its Exhibit 6Brecords from a third = party that=20 were not  admitted into evidence.  However, = Massey=3Ds testimony was not = based=20 solely on Rewards=3D Exhibit 6.  As = stated=20 above, Rewards=3D Exhibit 5 reflected = the amount=20 Loredana owed to Rewards.  Rewards=3D Exhibit 7, prepared = by its=20 legal department, reflected the total amount of dining credits = written-off=20 by Rewards.  Additionally, Massey had supervisory authority = over=20 Rewards=3D account with = Loredana, and=20 testified that she would have personal knowledge if Loredana had, = at any=20 time, paid Rewards.  Therefore, even if we disregard=20 Rewards=3D Exhibit 6, Rewards = presented=20 sufficient evidence to prove  Loredana failed to remit the = amount=20 owed under the contract.

Accordingly, we = conclude that=20 the trial court did not err in relying on Massey=3Ds testimony = pertaining to=20 Rewards=3D relationship and = business=20 transactions with Loredana.

5.=20         Whether Rewards Made A = Demand=20 For Amounts Due?

Lastly, appellants = contend=20 Loredana did not breach the contract because the evidence is = insufficient=20 to prove Rewards made a demand for payment as required by the = contract.=20 Section 9 of the contract provides, in part:  Afunds will be = maintained by=20 [Loredana] in the Bank Account and will be payable to [Rewards] = on=20 demand.@ (emphasis = added).  Also,=20 under  Section 9,  Rewards may obtain payment of any = amount owed=20 from Loredana=3Ds bank account = through an=20 automated clearinghouse debit or otherwise. Appellants contend the = contract required Rewards to make a demand on Loredana for any = amounts=20 owed after receiving notice regarding the stop payment from the = bank.=20 However, in finding Loredana breached the contract, the trial = court=20 implicitly found Rewards made a demand as contemplated by the=20 contract.

Under the framework = created by=20 the contract to facilitate payment, Loredana would segregate = dining credit=20 funds from other revenue earned at Babbo Bruno into a separate = bank=20 account from which Rewards could withdraw any amounts owed.  = However,=20 when Rewards attempted to withdraw the amount owed for the May 19, = 2004=20 through May 21, 2004 transactions, this payment was stopped.  = In=20 finding Loredana breached the contract, the trial court implicitly = concluded that the attempt to withdraw was a demand for amounts = owed as=20 contemplated by the contract.  We conclude the evidence was=20 sufficient to support the trial court=3Ds implicit finding = that Rewards=20 demanded the amount due under the contract. 

In sum, the evidence = is legally=20 sufficient to support the trial court=3Ds breach of contract = finding,=20 and the finding is not so contrary to the overwhelming weight and=20 preponderance of the evidence that it is clearly wrong and = manifestly=20 unjust.  Appellants=3D first and second = issues are=20 overruled.

B.       =20 Personal Guaranty

In their third issue, = appellants claim that, in the absence of a breach of contract by = Loredana,=20 there is no evidence to establish any liability by Stefano = Bertolotti=20 under his guaranty of the contract between Loredana and Rewards.[2] =20 However, having found the evidence sufficient for the trial court = to=20 conclude Loredana breached the contract with Rewards, the trial = court did=20 not err in holding Bertolotti to his guaranty of the = contract. =20 Appellants=3D third issue is=20 overruled.

C.=20        Damages

Although=20 not included as a stated issue, in their ASummary of=20 the Argument,@ = appellants seem to challenge the damages awarded by the trial = court. =20 Appellants contend the trial court erred in finding appellants = jointly and=20 severally liable for $29,520.24 to bear post-judgment interest at = the rate=20 of 8.25% per annum plus attorney=3Ds=20 fees.  However, we conclude the trial court properly = calculated=20 damages. 

Under the=20 liquidated damages clause of the contract, appellants were liable = for=20 seventy-five percent of the dining credits remaining at the time = of a=20 breach of contract plus reasonable attorney=3Ds=20 fees.  At the time of breach, there were $39,360.33 in dining = credits=20 remaining under the contract.  Seventy-five percent of = $39,360.33 is=20 $29,520.24.  The trial court properly awarded judgment in the = amount=20 of $29,520.24. 

Under the=20 Finance Code, a money judgment on a contract that does not provide = for=20 interest or time price differential earns post-judgment interest = at the=20 prime rate as published by the Board of Governors of the Federal = Reserve=20 System on the date of computation.  See Tex. Fin. Code = Ann.=20 ' = 304.003=20 (Vernon 2006).  The date of computation in this case was = November 27,=20 2006, and the prime rate during November 2006 was 8.25%.  The = trial=20 court imposed a post-judgment rate of interest at 8.25%; = therefore, the=20 rate of post-judgment interest does not violate the Finance = Code. =20 Accordingly, to the extent appellants challenge the amount of = damages=20 awarded, we overrule these complaints.

For the reasons = stated above,=20 the judgment of the trial court is affirmed.

 

 

/s/       =20 Charles W. Seymore

Justice

 

 

Judgment rendered and = Memorandum Opinion filed December 18, 2007.

Panel consists of = Chief Justice=20 Hedges and Justices Anderson and Seymore.

 


[1]  Appellants=3D brief to this court contains no index = of=20 authorities and, in fact, cites no authority whatsoever as = required by the=20 Texas Rules of Appellate Procedure.  See Tex. R. App. = P.=20 38.1.  However, we will review this case on the merits = despite these=20 deficiencies.

 

[2]  Appellants do not challenge the = validity of=20 the personal guaranty itself.  Appellants=3D sole contention is that in the absence = of a=20 breach of contract by Loredana, there is no evidence to find = Bertolotti=20 liable under his personal guaranty of the=20 = contract.

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