IN THE SUPREME COURT OF TEXAS

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NO. 10-0389

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KOUROSH HEMYARI AND UNION VALLEY RANCH, L.P., PETITIONERS,

v.

GARY BEN STEPHENS, STEPHENS GROUP, L.P., AND STEPHENS GROUP II, L.P.,

RESPONDENTS

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ON PETITION FOR REVIEW FROM THE

COURT OF APPEALS FOR THE FIFTH DISTRICT OF TEXAS

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PER CURIAM

In this case we are called upon to decide whether a foreclosure sale violated the automatic

stay attendant to all bankruptcy proceedings. James Murphy, pursuant to a bankruptcy court order

authorizing the sale of property owned by the Stephens Groups on August 1, 2000, foreclosed on

a deed of trust and posted the property for sale on September 5, 2000. Some five years later, the

Stephens Groups challenged the sale on the grounds that it violated the automatic stay. The court

of appeals agreed, concluding that the violation made the foreclosure void. Because we conclude

that the order permitted a sale on or after August 1, 2000, we reverse the court of appeals’ judgment

without hearing oral argument, pursuant to Texas Rule of Appellate Procedure 59.1.

In the 1990s, Stephens Group, L.P. and Stephens Group II, L.P. (collectively “Stephens

Groups”) purchased three tracts of land in Dallas County. Gary Ben Stephens was the general
partner, and James Murphy was the limited partner. In 1997, Murphy agreed to sell his interest in

the property to the Stephens Groups. The agreement called for the Stephens Groups to provide

Murphy with the initial sum of $50,000, then an additional sum of $700,000 within 120 days. The

Stephens Groups’ obligation to pay $700,000 was secured by a deed of trust and a deed in lieu of

foreclosure. The Stephens Groups satisfied the initial payment required, but failed to make the

$700,000 payment.

When Murphy threatened to foreclose on the deed of trust, the Stephens Groups sought

bankruptcy protection. The bankruptcy court entered an order in which it established a procedure

for the Stephens Groups to fulfill its original obligations. The order provided that the Stephens

Groups were to make payment of $50,000 to Murphy by June 12, 2000, which they did. The order

further provided that, after the initial payment, a conditional lift of the automatic stay would “allow

[Murphy] to post the property for foreclosure in July, 2000, for a sale on August 1, 2000.” Finally,

the order provided that if the Stephens Groups did not pay the remaining $650,000 on or before

August 1, Murphy could “proceed with the foreclosure sale on August 1, 2000.” Murphy did not

schedule the foreclosure sale in July, as allowed by the order, but waited until after the Stephens

Groups missed the second payment to schedule the sale for September 5, 2000.

Kourosh Hemyari purchased the property at the foreclosure sale, and Philip and David

Huffines, through a limited partnership named Union Valley Ranch, L.P., later purchased two-thirds

of the property from Hemyari. Following the foreclosure sale, the proceeds were used to complete

the payment to Murphy, and the Stephens Groups moved to dismiss their bankruptcy case, having

discharged their debts. Four years later, the Stephens Groups filed this suit in state court. The

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Stephens Groups asserted violations of the Texas Property Code’s foreclosure requirements, such

as the trustee’s deed’s alleged misidentification of the grantor. One year later, the Stephens Groups

amended their petition to allege that the foreclosure sale, which took place on September 5, 2000,

was void because it violated the express terms of the bankruptcy court’s order temporarily lifting

the stay. Hemyari subsequently moved for, and was granted, summary judgment. 

The court of appeals, based on its conclusion that Hemyari failed to conclusively show the

validity of the foreclosure sale, reversed and remanded. Stephens v. Hemyari, 216 S.W.3d 526, 529

(Tex. App.—Dallas 2007, pet. denied). But that court did not address whether the foreclosure sale

was, as the Stephens Groups contend, void as a matter of law. On remand, the trial court again

granted Hemyari’s and now intervenor Union Valley’s motions for summary judgment, and this time

denied a cross motion by the Stephens Groups for summary judgment on the ground that the sale

was void as a matter of law. The court of appeals again reversed the trial court’s summary

judgment, based on its interpretation of the bankruptcy court’s order: “[W]e believe the clear

language of the order unambiguously modified the stay to allow for a sale only on August 1, 2000.” 

___ S.W.3d at ___. The court rendered judgment for the Stephens Groups. Id. at ___. Hemyari and

Union Valley Ranch raise a number of arguments challenging the court of appeals’ decision,

including judicial estoppel and other equitable principles. Because we conclude that the foreclosure

sale did not violate the automatic stay, we do not reach those arguments. 

The basis for the Stephens Groups’ challenge to the foreclosure sale is the language

contained in the bankruptcy court’s order conditionally terminating the automatic stay. Just as with

an unambiguous contract, we enforce unambiguous orders literally. Reiss v. Reiss, 118 S.W.3d 439,

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441–42 (Tex. 2003). Only where an order’s terms are ambiguous—that is, susceptible of more than

one reasonable interpretation—do we look to the surrounding circumstances to discern their

meaning. Lone Star Cement Corp. v. Fair, 467 S.W.2d 402, 404–05 (Tex. 1971). The Stephens

Groups argue, and the court of appeals concluded, that the bankruptcy court’s order was not

ambiguous because it expressly provided for a sale “on August 1, 2000.” See Stephens, ___ S.W.3d

at ___. The Stephens Groups contend that, because it is unambiguous, we may give no meaning to

the words “on August 1, 2000” other than that the foreclosure sale could occur only on August 1st. 

But even a “literal” interpretation of an unambiguous order requires us to look at the order as a

whole. See Reiss, 118 S.W.3d at 441. If possible, we construe an order in a way that gives each

provision meaning. Gulf Ins. Co. v. Burns Motors, Inc., 22 S.W.3d 417, 422 (Tex. 2000).

Furthermore, under general rules of construction we avoid strictly construing an instrument’s

language if it would lead to absurd results. See Transcon. Ins. Co. v. Crump, 330 S.W.3d 211, 227

(Tex. 2010) (stating the rule in the context of statutory interpretation).

In this case, the order’s terms provided for a sale “on August 1, 2000,” but as Hemyari and

Union Valley point out, that may have been impossible. The Stephens Groups’ first scheduled

payment was due by noon on June 12, 2000. The $650,000 payment was due “on or before August

1, 2000,” but the order did not specify any particular time. Thus, the presumption is that payment

could be made at any point before or throughout August 1st. Reading the order as a whole, we

conclude that the Stephens Groups’ proposed interpretation would render the entire foreclosure sale

provision in the order meaningless. If the foreclosure could not occur until after a failure to pay, but

the Stephens Groups could forestall payment until the end of the only day foreclosure was allowed,

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the Stephens Groups could avoid foreclosure altogether by simply doing nothing.1

 The only way

the foreclosure sale could have occurred on August 1st is if the Stephens Groups notified Hemyari

ahead of time that payment would not be made. Furthermore, had Murphy actually conducted the

foreclosure sale on August 1st as supposedly required by the order, the Stephens Groups could still

have brought this suit challenging the sale, though on grounds that they were not given adequate

time to make payment under the “unambiguous” terms of the order. The court of appeals recognized

the incongruities in the order, but nevertheless concluded the order “unambiguously modified the

stay to allow for a sale only on August 1, 2000.” See Stephens, ___ S.W.3d at ___. This Court

construes the order in a way that avoids such a contradiction.

Because the order’s strict, uncontextualized terms made it essentially impossible to hold a

valid foreclosure on August 1, 2000, we construe the order in a manner that gives effect to all its

provisions and prevents absurdity. We hold that, viewing the instrument as a whole, the plain

meaning of the order allowed for a foreclosure sale on or after August 1, 2000. Accordingly, the

September 5, 2000 foreclosure sale did not violate the automatic stay. 

Finally, the court of appeals did not reach the Stephens Groups’ arguments concerning

defects in the deeds and foreclosure sale process, which pose alternative grounds for affirming the

court of appeals’ judgment. Because we review the trial court’s summary judgment de novo, Tittizer

v. Union Gas Corp., 171 S.W.3d 857, 860 (Tex. 2005), we reach those grounds ourselves. The

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 We note that the Property Code brings this absurdity into further relief. The Property Code sets forth a variety

of requirements for foreclosure and foreclosure sales. See TEX. PROP. CODE §§ 51.0001–.015. One particular

provision requires that all public foreclosure sales take place between 10 a.m. and 4 p.m. of the first Tuesday of a month. 

TEX. PROP.CODE § 51.002(a). Thus, under the Stephens Groups’ interpretation, they had until midnight to pay even

though Murphy only had until 4 p.m. to foreclose.

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Stephens Groups complain that the omissions of Stephens Groups I and II from the signature line

of the deed of trust and from the substitute trustee’s deed (both only listed Gary Ben Stephens)

render the sale defective and void. It cannot be disputed that Gary Ben Stephens, as the general

partner of both groups (and the sole remaining partner in both following Murphy’s sale of his

interests) had the authority to sell the property and was the sole person to whom notice of the sale

had to be given.2 At bottom, the Stephens Groups ask the Court to void the sale not because notice

or authority was lacking, but merely because Stephens’s capacity as general partner was omitted

from the face of the signature line on the deed of trust.

The Stephens Groups properly note that terms of a deed of trust must be strictly followed. 

Univ. Sav. Ass’n v. Springwoods Shopping Ctr., 644 S.W.2d 705, 706 (Tex. 1982). But this Court

acknowledged, even in the case the Stephens Groups rely on, that minor defects in an otherwise

valid foreclosure sale do not void it. Id. Furthermore, the Stephens Groups do not truly complain

of a failure to comply with the deed of trust’s terms, but rather of inconsistencies in the deed of trust

itself. Citing Kimberly Development Corp. v. First State Bank of Greens Bayou, 404 S.W.2d 631,

636 (Tex. Civ. App.—Houston 1966, writ ref’d n.r.e.), they suggest that failure to indicate

Stephens’s capacity as general partner in both the grantor line and signature line of the deed of trust

means no partnership property was ever conveyed to the trustee. But in Kimberly, a portion of the

trustee’s name was omitted from the deed of trust altogether, leaving no way of discovering the

mistake from the face of the document. Id. That court, like this Court in Maupin v. Chaney, 163

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 The partnership agreements for both groups stated that “[a]ny decision to sell, encumber or convey all or any

portion of the Property shall rest solely with the General Partner [Stephens].”

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S.W.2d 380, 383 (Tex. 1942), acknowledged that a deed and sale are invalid only where the deed

of trust requires extrinsic evidence for clarification. See 404 S.W.2d at 636 (“Unless there was a

mistake so palpable that we could say conclusively as a matter of law from the face of the instrument

itself that it had been made . . . then . . . the power [of sale] could not properly be exercised.”

(emphasis added) (quoting Hart v. Estelle, 34 S.W.2d 665, 669 (Tex. Civ. App.—Austin 1930),

aff’d, 55 S.W.2d 510 (Tex. Comm’n App. 1932, judgm’t adopted))). By contrast, in this case the

mistake was so obvious from the face of the deed as to be harmless. Anyone looking at the deed of

trust, and noting that the grantor was “Gary Ben Stephens, General Partner of Stephens Group, L.P.,

and Stephens Group II, L.P.,” would readily assume that Stephens likewise signed that same

document in that same capacity, and that the omission of the partnership designation from the

signature line was a harmless mistake. No reasonable bidder would have been turned away from

the foreclosure sale on that basis. Cf. id. at 637 (considering the deterrence of bidders a primary

concern in invalidating a foreclosure sale). Indeed, Hemyari was not deterred, and his bid satisfied

the entire debt owed by the Stephens Groups.

These deed errors, like the alleged violation of the automatic stay, did not affect the validity

of the deed of trust or the sale pursuant to it, and the trial court below was correct to grant summary

judgment for Hemyari and Union Valley on both grounds. Without hearing argument pursuant to

Texas Rule of Appellate Procedure 59.1, we reverse the court of appeals’ judgment and render

judgment for Hemyari and Union Valley.

OPINION DELIVERED: October 21, 2011

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