In the

Court of Appeals

Second Appellate District of Texas

at Fort Worth ___________________________

No. 02-21-00135-CV

___________________________ 

On Appeal from the 78th District Court

Wichita County, Texas

Trial Court No. DC78-CV2020-0243

Before Sudderth, C.J.; Kerr and Wallach, JJ.

Memorandum Opinion by Justice Kerr

BIG BLUE PROPERTIES WF, LLC, Appellant

V. 

WORKFORCE RESOURCE, INC., D/B/A WORKFORCE SOLUTIONS NORTH

TEXAS A/K/A TEXAS WORKFORCE SOLUTIONS, Appellee
2

MEMORANDUM OPINION

Appellant Big Blue Properties, LLC sued appellee Workforce Resource, Inc., 

d/b/a Workforce Solutions North Texas a/k/a Texas Workforce Solutions to collect 

unpaid rent due under three commercial leases. Workforce Resource filed a plea to 

the jurisdiction claiming that, as a local governmental entity, it is immune from suit 

and that Section 271.152 of the Texas Local Government Code did not waive its 

immunity. See Tex. Loc. Gov’t Code Ann. § 271.152. The trial court agreed, granted 

the plea, and dismissed Big Blue’s breach-of-contract claim. Big Blue has appealed, 

arguing in four issues that the trial court erred by granting Workforce Resource’s 

jurisdictional plea because Section 271.152 waived Workforce Resource’s 

governmental immunity. But because the leases at issue are not contracts for the 

provision of services to Workforce Resource, Section 271.152 does not apply and 

thus does not waive Workforce Resource’s immunity. See id. §§ 271.151(2)(A), .152. 

Accordingly, we will affirm the trial court’s judgment.

I. Background

In November 2017, Workforce Resource—a local-workforce-development 

organization—solicited proposals to consolidate its operations in one place.1 The 

1

Workforce Resource serves some eleven North Texas counties and “is led by a 

local board consisting of 27 volunteer members, a majority of which come from 

private industry. It is part of a statewide system of local boards which set policy and 

oversee expenditures of funds in their individual areas. These boards are non-profit 

and receive funding from the U.S. Department of Labor through the Texas 
3

solicitation provided that “[t]he [Workforce Resource] Board reserves the right to 

negotiate the final terms of any and all contracts or agreements that may be initiated” 

and stated that it was “not to be construed as a purchase agreement or contract or as a 

commitment of any kind.” In response to this solicitation, Big Blue offered to lease 

portions of its building in Wichita Falls, Texas.

On June 28, 2018, Workforce Resource’s board unanimously voted to proceed

to lease negotiations with Big Blue. Later that day, Workforce Resource’s executive 

director, Ramona Statser,2 contacted Big Blue to inform it that Workforce Resource 

would “begin negotiations” with Big Blue. Soon thereafter, on July 20, 2018, Statser 

signed the first of three lease agreements with Big Blue on Workforce Resource’s 

behalf. Statser went on to sign two more leases with Big Blue for two other spaces in 

its building—again on Workforce Resource’s behalf—on October 31, 2018, and 

January 25, 2019.

All three leases differed from the original proposal Big Blue had presented to 

Workforce Resource’s board. Some of those differences included: (1) the leased 

space’s square footage; (2) the leased space’s floor plans; (3) the lease term; (4) the 

security-deposit requirements; (5) the lease-termination options; (6) the rental rates; 

Workforce Commission.” Workforce Solutions North Texas, 

https://ntxworksolutions.org/about-us/ (last visited May 24, 2022).

2

As the executive director, Statser was a staff member who reported to the 

board.
4

(7) guarantees regarding the leased space’s condition; and (8) the leased space’s

parking availability. None of the finalized leases containing these changes was

presented to Workforce Resource’s board for final approval. But despite the board’s 

lack of affirmative assent, Workforce Resource began moving its board and executive 

staff into one of the three leased spaces in fall 2018.

None of the three written leases required either Big Blue or Workforce 

Resource to provide any goods or services to the other; they provided for the 

payment of rent in exchange for a leasehold interest in the property, which Big Blue 

was to maintain.

3 The lease agreements signed by Big Blue and Statser provided that 

“[Workforce Resource] has inspected the leased premises and accepts it in its present 

(as-is) condition.” The lease agreements further stated that “[the leases] contain[ ] the 

entire agreement between Landlord and Tenant and may not be changed except by 

written agreement.” Although Statser and Big Blue orally negotiated for Big Blue to 

conduct property renovations and construction, and although Big Blue performed 

some of that work, those side agreements were never incorporated into the written 

lease agreements or otherwise reduced to writing.

Workforce Resource moved into one of the leased spaces and fulfilled its rent 

obligations for that space from September 2018 through summer 2019. But after 

Workforce Resource’s management changed, it stopped paying rent and sought 

3

Big Blue does not argue that maintenance was a service.
5

release from all three lease agreements. Ultimately, at the end of 2019, Workforce 

Resource vacated the one leased space it had moved into.

Big Blue sued Workforce Resource for breach of contract to collect the rent 

due under all three leases, pleading that Workforce Resource was a local governmental 

entity for which immunity had been waived under Local Government Code Section 

271.152. Workforce Resource filed a plea to the jurisdiction challenging the 

jurisdictional facts and arguing that Section 271.152 did not waive its immunity.

It is undisputed that Workforce Resource and Big Blue entered into three 

written contracts that contained each party’s basic obligations. But the parties disagree 

on four issues: (1) whether Workforce Resource was authorized to enter into the lease 

agreements; (2) whether the lease agreements contained the “essential terms of the

agreement”; (3) whether the lease agreements were contracts for the provision of 

services to Workforce Resource; and (4) whether Statser’s negotiation and signature, 

without board approval, constituted “proper execution of the lease agreements.”

The trial court granted Workforce Resource’s plea to the jurisdiction and 

dismissed Big Blue’s breach-of-contract claim, its only cause of action.

4 This appeal 

followed.

4

Big Blue’s pleading also alleged a suit on a sworn account, which is not an 

independent cause of action but a procedural device for proving certain contract 

disputes. See Beach St. Foods, Inc. v. Grandy’s, LLC, No. 02-20-00135-CV, 

2022 WL 187988, at *3 (Tex. App.—Fort Worth Jan. 20, 2022, no pet.) (mem. op.).
6 

II. Governmental Immunity and Standard of Review

“Sovereign immunity and its counterpart, governmental immunity, exist to 

protect the State and its political subdivisions from lawsuits and liability for money 

damages.” Mission Consol. ISD v. Garcia, 253 S.W.3d 653, 655 (Tex. 2008). Sovereign 

immunity protects the State from lawsuits to which it has not consented while 

governmental immunity provides similar protection to the State’s political 

subdivisions. City of Cleburne v. RT Gen., LLC, No. 10-20-00037-CV, 

2020 WL 7394519, at *2 (Tex. App.—Waco Dec. 16, 2020, no pet.) (mem. op.).

Workforce Resource is a local governmental entity and is entitled to governmental 

immunity. See Arbor E&T, LLC v. Lower Rio Grande Valley Workforce Dev. Bd., Inc., 

476 S.W.3d 25, 35–38 (Tex. App.—Corpus Christi–Edinburg 2013, no pet.); see also 

Dall./Fort Worth Int’l Airport Bd. v. Vizant Techs., LLC, 576 S.W.3d 362, 366 (Tex. 

2019) (“Governmental immunity generally protects local governmental entities against 

both lawsuits and legal liabilities.”). 

Governmental immunity comprises two components: immunity from suit and 

immunity from liability. See Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217,

224 (Tex. 2004) (op. on reh’g). Immunity from suit deprives the trial court of subjectmatter jurisdiction. Id.

A party filing a plea to the jurisdiction seeks to defeat a claim by challenging the 

trial court’s subject-matter jurisdiction. See Bland ISD v. Blue, 34 S.W.3d 547, 554 (Tex. 

2000). The plaintiff bears the burden of establishing the trial court’s jurisdiction, a 
7

burden that includes demonstrating the government’s waiver of immunity once it has 

been raised. See Town of Shady Shores v. Swanson, 590 S.W.3d 544, 550 (Tex. 2019).

A governmental entity asserting governmental immunity may challenge the 

plaintiff’s pleadings or, as here, the existence of jurisdictional facts. See City of El Paso 

v. Heinrich, 284 S.W.3d 366, 378 (Tex. 2009). When the governmental entity challenges 

subject-matter jurisdiction based on disputed facts, the dispute may require resolution 

by the factfinder. Miranda, 133 S.W.3d at 226. But whether undisputed evidence—as 

presented here—establishes a trial court’s subject-matter jurisdiction is a legal

question that we review de novo. See id.

III. Analysis

In four issues, Big Blue argues that Texas Local Government Code Section 

271.152 waives Workforce Resource’s immunity and that the trial court thus erred by

granting Workforce Resource’s plea to the jurisdiction because (1) Workforce 

Resource was authorized to enter into the leases; (2) Workforce Resource “properly 

executed” the leases; (3) the leases are contracts for the provision of services; and 

(4) there is no legal impediment to enforcing the leases. Because we conclude that the 

leases are not contracts for the provision of services to Workforce Resource, issue 

three is dispositive, and we need not address Big Blue’s remaining issues. See Tex. R. 

App. P. 47.1; Lance v. Robinson, 543 S.W.3d 723, 740 (Tex. 2018).
8 

A. Waiver of Immunity and the Local Government Code

Governmental immunity may be waived only with the legislature’s express 

consent. Garcia, 253 S.W.3d at 655. The legislature waives governmental immunity 

through statutes, which courts narrowly construe to ensure “clear and unambiguous” 

waivers. Id.; see Tex. Gov’t Code Ann. § 311.034. Chapter 271 of the Texas Local 

Government Code waives governmental immunity for certain contract claims against 

local governmental entities. See Tex. Loc. Gov’t Code Ann. § 271.152. For waiver to 

apply, a claim must arise from a “contract subject to this subchapter.” Id. A “contract 

subject to this subchapter” means a contract that (1) is in writing; (2) states the 

“essential terms of the agreement”; (3) is an agreement for the provision of “goods or 

services” to the governmental entity;5 and (4) is “properly executed” on the 

governmental entity’s behalf. Id. § 271.151(2)(A) (defining “contract subject to this 

subchapter”); Dall./Fort Worth Int’l Airport Bd., 576 S.W.3d at 368. 

Chapter 271 was meant to “loosen the [governmental] immunity bar so that all

local governmental entities that have been given or are given the statutory authority to 

enter into contracts shall not be immune from suits arising from those contracts.” 

Kirby Lake Dev., Ltd. v. Clear Lake City Water Auth., 320 S.W.3d 829, 838 (Tex. 2010)

(quoting Ben Bolt–Palito Blanco Consol. ISD v. Tex. Pol. Subdivisions Prop./Cas. Joint Self5

Big Blue does not argue that any goods were involved, so we focus on the 

“services” aspect of Section 271.151(2)(A)’s “goods or services” language. See Tex. 

Loc. Gov’t Code Ann. § 271.151(2)(A). 
9

Ins. Fund, 212 S.W.3d 320, 327 (Tex. 2006)). But the legislature did not intend to 

sweep all governmental contracts within Chapter 271’s immunity waiver. See Water 

Expl. Co. v. Bexar Metro. Water Dist., 345 S.W.3d 492, 500–01 (Tex. App.—San 

Antonio 2011, no pet.). Applying the requisite “narrow” reading of the waiver, courts 

have consistently interpreted “goods or services” to require some affirmative act

beyond conveying leasehold property interests.

6 See, e.g., Triple BB, LLC v. Vill. of 

Briarcliff, 566 S.W.3d 385, 395 (Tex. App.—Austin 2018, pet. denied) (op. on reh’g); 

Hoppenstein Props., Inc. v. McLennan Cnty. Appraisal Dist., 341 S.W.3d 16, 19–20 (Tex. 

App.—Waco 2010, pet. denied) (op. on reh’g); City of San Antonio v. Reed S. Lehman 

Grain, Ltd., No. 04-04-00930-CV, 2007 WL 752197, at *2 n.2 (Tex. App.—San 

Antonio Mar. 14, 2007, pet. denied) (mem. op. on reh’g). The affirmative act must be 

required by the written contract, and it must result in a direct benefit to the 

governmental entity by conferring “goods or services” upon it. See Lubbock Cnty. Water 

Control & Improvement Dist. v. Church & Akin, L.L.C., 442 S.W.3d 297, 302–03 (Tex. 

2014). Thus, where a written contract does not require the provision of goods or 

services to the governmental entity’s direct benefit, Chapter 271 does not waive the 

entity’s immunity. See id.

6

The Texas Supreme Court has recognized that leasehold interests themselves

usually do not constitute contracts for the provision of “goods or services” under 

Chapter 271. See Wasson Ints., Ltd. v. City of Jacksonville, 489 S.W.3d 427, 437 (Tex. 

2016) (“[G]enerally, contracts for land leases . . . are not covered by Chapter 271.”).
10

B. Application

Big Blue principally relies on Houston Community College System v. HV BTW, LP, 

589 S.W.3d 204 (Tex. App.—Houston [14th Dist.] 2019, no pet.). There, the Houston 

Community College System granted HV BTW, LP an easement on the system’s

property. Id. at 208. As consideration for the easement, HV agreed to construct 

parking facilities on the property at its sole cost and expense. Id. After signing the 

contract, HV spent over $500,000 in various costs directly associated with its 

contractual development obligations. Id. To obtain approval for the construction, HV 

needed the system’s signature, but when the system refused to sign, HV sued it for 

breach of contract. Id. The trial court implicitly denied the system’s plea to the 

jurisdiction and granted HV’s summary-judgment motion. Id.

The court of appeals affirmed the trial court’s denial of the system’s plea to the 

jurisdiction, holding that the system had waived its governmental immunity by 

entering into “an agreement for services within the purview of [C]hapter 271.” Id. at 

212. Critical to the court’s decision was the fact that HV’s “construction of parking 

facilities as consideration” for the easement constituted a “service” to the system’s 

direct benefit. Id.

Here, in contrast, Big Blue was not contractually obligated to perform any 

services. Big Blue, however, argues that the leases required it to perform services in 

the form of “construction services to make the leased premises ready for [Workforce 
11

Resource],” pointing to each lease’s delay-in-occupancy provision, which provides

that

If Tenant is unable to occupy the leased premises on the 

Commencement Date because of construction on the leased premises to be 

completed by the Landlord that is not substantially complete . . . . the 

Commencement Date will automatically be extended to the date Tenant 

is able to occupy the Property . . . . If Tenant is unable to occupy the 

leased premises after the 90th day after the Commencement Date 

because of construction on the leased premises to be completed by Landlord that is 

not substantially complete . . . Tenant may terminate this lease by giving 

written notice to Landlord before the leased premises become[s] 

available to be occupied by Tenant and Landlord will refund to Tenant 

any amounts paid to Landlord by Tenant. [Emphases added.]

But a private company is not contractually obligated to provide services to a 

local governmental entity when the company can choose not to provide the services

without breaching the contract. See Church & Akin, 442 S.W.3d at 303 (holding that a 

private marina was not obligated to provide services to a local governmental entity 

when the marina “could have elected not to use the premises for any purpose”). The 

leases did not require Big Blue to provide construction services, and the leases could 

have been fulfilled without any such construction. Thus, while Workforce Resource 

might have benefitted from Big Blue’s construction services, it had no right to them 

under the leases. And “[w]hen a party has no right under a contract to receive 

services, the mere fact that it may receive services as a result of the contract is 

insufficient to invoke [C]hapter 271’s waiver of immunity.” Id.

Additionally, there was no “meeting of the minds” about what construction Big 

Blue would complete. Rather, Big Blue’s owner testified that, after the contracts were 
12

signed, the parties “would have the back and forth over what Big Blue would do 

under the lease as far as the build out.” And, even if Big Blue had assumed specific

construction obligations through oral negotiation, Big Blue never reduced those

obligations to writing or incorporated them into the leases with written addenda that

our sister courts have held can satisfy Chapter 271.

For example, in the distinguishable circumstances of Hoppenstein Properties, the 

McLennan County Appraisal District (MCAD) contracted to lease property from 

Hoppenstein, a private entity. 341 S.W.3d at 18. The parties supplemented their 

written contract with a written “construction addendum” that required Hoppenstein 

to complete specific renovations on the leased property.7 Id. After the renovations

were completed, MCAD occupied the leased premises. Id. at 19. But after a dispute

arose, Hoppenstein sued for breach of contract. See id. MCAD asserted governmental 

immunity in a plea to the jurisdiction, which the trial court granted. Id. at 18–19.

The court of appeals initially affirmed but ultimately reversed on rehearing in 

light of the Texas Supreme Court’s then-recent decision in Kirby Lake Development. Id.

at 18, 20 (citing Kirby Lake Dev., 320 S.W.3d at 839). In reversing, the court of appeals 

held that MCAD had waived its governmental immunity by entering into a contract 

for services. Id. at 20. Critical to that holding was the fact that the written contract—

7

The “construction addendum” in Hoppenstein Properties required the company to 

(1) remove interior walls and construct new ones according to an attached floor plan, 

(2) install new carpet and tile, and (3) modify the building’s HVAC system.

341 S.W.3d at 18.
13

as supplemented in writing—required Hoppenstein “to renovate the premises for 

MCAD,” a “service” that directly benefitted the appraisal district. Id. As with Houston 

Community College, Hoppenstein Properties is distinguishable. In both cases, written 

contracts obligated private companies to perform specific “services”—in the form of 

construction and development—to a governmental entity’s direct benefit. Here, 

however, Big Blue had no obligation under the contracts to perform any construction, 

renovation, or other property development. And even if Big Blue later agreed, during 

oral negotiations, to complete certain construction or renovation work for Workforce 

Resource, those agreements were never reduced to writing.

Instead, this case is similar to Triple BB. There, the Village of Briarcliff—

through a written contract—obtained an easement to construct a water line on a 

marina’s land in exchange for granting the marina a license to display a billboard on a 

lot owned by the Village and for agreeing to repair the marina’s parking lot at the 

Village’s expense. Triple BB, 566 S.W.3d at 391. A few years later, the marina’s owners, 

the Clendenins, sold the marina and their interest in the contract to Triple BB, after 

which the Village conveyed the lot to another couple, the Flowerses. Id. The 

Flowerses later sold their interest to Malcolm Phillips, who demanded that Triple BB 

remove the billboard. Id. In response, Triple BB sued Phillips and the Village. Id. The 

trial court granted Phillips’s summary-judgment motion and the Village’s plea to the 

jurisdiction. Id.
14

The court of appeals rejected Triple BB’s argument that the Clendenins’

easement conveyance alone constituted a “service” to a governmental entity under 

Chapter 271. Id. at 394–95. Instead, the court of appeals held that “[b]y conveying an 

easement, the Clendenins granted the Village a legal right to use their land in a certain 

way. They made no promise to perform an act, and thus the contract for easement is 

not a contract for service.” Id. at 395 (citations omitted). Accordingly, Chapter 271 did 

not waive the Village’s immunity. Id.

Here, the lease agreements between Big Blue and Workforce Resource do not 

constitute contracts for services. The written leases gave Workforce Resource nothing 

more than leasehold property interests. Such conveyances alone are insufficient to 

constitute the provision of services.

The lease agreements here also explicitly disclaimed any construction or 

renovation obligation on Big Blue’s part: “[Workforce Resource] has inspected the 

leased premises and accepts it in its present (as-is) condition.” The leases’ “as-is” provisions 

distinguish this case from the written parking-facilities obligation in Houston Community 

College. See 589 S.W.3d at 212. Further, the lease agreements here state, “[the leases] 

contain[ ] the entire agreement between Landlord and Tenant and may not be 

changed except by written agreement.” No written amendment was ever incorporated 

into the agreements; Big Blue and Statser orally negotiated for certain work.

Because the leases merely conveyed leasehold property interests to Workforce 

Resource—without requiring that Big Blue perform some “service” for Workforce 
15

Resource’s benefit—and because no written addendum for services was executed, we 

hold that the leases are not contracts for the provision of services to Workforce 

Resource and that Section 271.152 thus does not waive Workforce Resource’s 

immunity. See Tex. Loc. Gov’t Code Ann. §§ 271.151(2)(A), .152. Accordingly, the 

trial court did not err by granting Workforce Resource’s plea to the jurisdiction, and 

we overrule Big Blue’s third issue.

IV. Conclusion

Having concluded that the trial court did not err by granting Workforce 

Resource’s plea to the jurisdiction, we affirm the trial court’s judgment.

/s/ Elizabeth Kerr

Elizabeth Kerr

Justice

Delivered: June 2, 2022