Affirmed and Memorandum Opinion filed November 10, 2016.

In The

Fourteenth Court of Appeals

NO. 14-14-01009-CV

REBECCA DOXEY, Appellant

V.

CRC-EVANS PIPELINE INTERNATIONAL, INC. AND STANLEY 

BLACK & DECKER, INC., Appellees

On Appeal from the 113th District Court

Harris County, Texas

Trial Court Cause No. 2012-39193

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

In this employment dispute, appellant sued her former employer asserting 

claims for breach of contract, quantum meruit, and fraud. The claims arose out of 

the former employer’s failure to pay an incentive bonus allegedly owed to the 

former employee. The trial court granted summary judgment as to the quantummeruit claim and the fraud claim, leaving the contract claim for trial by jury. 

Asked whether the former employer failed to comply with the contract, the jury 
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answered “no.” The trial court rendered judgment on the jury’s verdict. On 

appeal, the former employee asserts charge error and claims that the trial court 

erred in granting summary judgment as to the quantum-meruit and the fraud 

claims. We affirm.

I. FACTUAL AND PROCEDURAL BACKGROUND

Appellant/plaintiff Rebecca Doxey is a certified public accountant. She 

started working as an employee of appellee/defendant CRC-Evans Pipeline 

International, Inc. on October 20, 2008, as the director of CRC-Evans’s tax 

department. She accepted a written offer of employment. Her employment 

contract consisted of an offer letter and attached documents describing a bonus 

plan for CRC-Evans’s employees. 

Doxey’s base salary was $130,000, which was below the market rate. But, 

the bonus plan gave Doxey the potential to earn a significant incentive bonus based 

upon the profits of the corporation. Her incentive bonus could be as high as 

seventy-five percent of her base salary, raising what her total compensation could 

be to around $230,000. Though the purpose of the bonus was to incentivize key 

employees to deliver superior economic returns on the invested capital they 

controlled, bonuses under the plan were discretionary.1 For two fiscal years, 2008 

and 2009, CRC-Evans had record profits. During this time, CRC-Evans paid

Doxey her salary and her maximum incentive bonus.2

 

1

The bonus year followed CRC-Evans’s fiscal year, which ran from April 1 through March 31 

of the following year. 

2 Because Doxey was hired in October 2008, she was ineligible to participate in the incentive 

bonus plan for the year ending in March 2009; however, to make up for her ineligibility, CRCEvans, in Doxey’s employment contract, guaranteed her a payment of $52,000 in March 2009. 

This payment was not a discretionary bonus under the plan, but a guaranteed payment that was 

part of her contract. For the year ending in March 2010, CRC-Evans paid a full incentive bonus 

to all employees, including Doxey.
3

In June 2010, appellee/defendant Stanley Black & Decker, Inc. bought the 

stock of CRC-Evans for $451 million. Stanley became the sole shareholder of 

CRC-Evans. The purchase price was based in large part on CRC-Evans’s record 

profits in fiscal years 2008 and 2009, as well as CRC-Evans’s anticipated future 

profitability with the construction of the Keystone Pipeline. 

After Stanley’s purchase, CRC-Evans’s business declined. The Keystone 

Pipeline project did not move forward. Additionally, operational issues and the 

loss of key customers contributed to a sharp decrease in CRC-Evans’s volume of 

business. CRC-Evans missed its internal targets by wide margins. For the fiscal 

year ending March 2011, Doxey received an incentive bonus, but it was not the 

maximum amount. It was about ten percent less than the bonus she had received in 

each of the prior two years. 

As CRC-Evans’s financial performance deteriorated, Stanley executives 

began to replace CRC-Evans’s leadership. In March 2012, after evaluating the 

financial results,3no one in the corporate group of CRC-Evans, including Doxey,

received a bonus. As part of Stanley’s reorganization of CRC-Evans, Stanley 

terminated Doxey’s employment. Doxey brought this suit.

Doxey alleged breach of contract for not being paid a full incentive bonus in 

2011 or any incentive bonus in 2012.4 She also brought claims for quantum meruit 

and fraud. With respect to quantum meruit, Doxey claimed that in the event CRCEvans is found not to have a contractual obligation to pay Doxey her bonus, she 

would be entitled to compensation for services she provided to Stanley that were in 

 

3 Between year-end 2009 and 2012, CRC-Evans’s operating margin was reduced by half, with 

targets missed by two-thirds.

4 Doxey claims for 2011, she was entitled to an incentive bonus of $100,425 and failed to receive 

$13,225 of that bonus. For 2012, Doxey maintains she was entitled to an incentive bonus of 

$103,425, and did not get paid any bonus at all.
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excess of the work she originally agreed to perform for CRC-Evans. Doxey

further asserted fraud by omission or non-disclosure. According to Doxey, the 

company misrepresented that she would receive an incentive bonus if she 

continued to work for the company and the financial criteria set forth in the bonus 

plan were met.

CRC-Evans and Stanley (collectively the “Stanley Parties”) moved for 

summary judgment. The trial court granted summary judgment as to the quantummeruit claim and the fraud claim. The parties then tried the breach-of-contract 

claim to a jury, which answered “no” in response to a question as to whether CRCEvans failed to comply with the written contract. The trial court rendered 

judgment on the jury’s verdict. Doxey timely filed this appeal, challenging the trial 

court’s judgment in three appellate issues. 

II. ISSUES AND ANALYSIS

A. Did Doxey preserve error in the trial court as to her first issue?

In her first issue, Doxey argues that the trial court erred by including an 

instruction in the jury charge that “because CRC[-Evans] was acquired by Stanley, 

actions taken by Stanley under the contract between Doxey and CRC[-Evans]

(Exhibit 5) are the actions of CRC.” Doxey complains that this instruction 

misstates the law because the contract gives the CRC-Evans board of directors —

not Stanley’s officers — discretion to change the incentive bonus plan and, under 

Texas law, the actions of a Stanley corporate officer cannot qualify as the actions 

of the board of directors. According to Doxey, the trial court’s instruction is 

unsupported by the evidence, and the evidence supports a finding that neither 

CMC-Evans’s board of directors nor Stanley’s board of directors ever authorized 

the elimination of Doxey’s incentive bonus.
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The trial court added the disputed instruction to the jury charge during the 

charge conference. The only complaint that Doxey asserted to this instruction 

during the charge conference is the following:

[Doxey’s Counsel]: Your Honor, we — given that there was a change, 

we just want to preserve our — I’m not going to argue it, but we do 

object to the inclusion of the additional sentence regarding the acts of 

Stanley being the acts of CRC-Evans on the basis that the case law 

cited by defendants does not talk about situations that specifically 

identified actor under a contract and that — and so we do not think it

applicable to these specific circumstances.

THE COURT: Okay.

[Doxey’s Counsel]: We are objecting to the inclusion of that 

instruction, but I suspect the Court will overrule it.

THE COURT: Yes. All right. Off the record.

Presuming for the sake of argument that Doxey obtained an adverse ruling on this 

objection, her objection was not sufficient to make the trial court aware of any of 

the complaints she now asserts on appeal under her first issue. See Tex. R. Civ. P. 

274; Vu v. Rosen, No. 14-02-00809-CV, 2004 WL 612832, at *6 (Tex. App.—

Houston [14th Dist.] Mar. 30, 2004, pet. denied) (concluding that appellant failed 

to preserve charge error as to appellate complaints because appellant’s charge 

objections were insufficient to make the trial court aware of appellant’s appellate 

complaints) (mem. op.). During the charge conference, Doxey did not voice any of 

the complaints regarding this instruction that she raises on appeal. Doxey thus

failed to preserve error on these points. See Tex. R. App. P. 33.1(a); Tex. R. Civ. 

P. 274; Vu, 2004 WL 612832, at *6. And, even if Doxey had preserved error as to 

these complaints, we still would not conclude that the trial court reversibly erred in 

submitting the challenged instruction to the jury. We overrule the first issue.
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B. Did Doxey adequately brief and preserve error as to her second issue?

In her second issue, Doxey asks whether “the trial court commit[ted]

reversible error when it implicitly ruled that the contract at issue was unambiguous 

and bonus payments were subject to the complete discretion of the CRC[-Evans]

Board of directors?” Under this issue, Doxey argues that the contract is ambiguous 

as to whether the contract allows CRC-Evans or Stanley to unilaterally eliminate 

an incentive bonus even if the company met the financial criteria set forth in the 

contract.

Even construing Doxey’s appellate brief liberally, we cannot conclude that 

she adequately briefed any argument in support of these assertions. See San Saba 

Energy, L.P. v. Crawford, 171 S.W.3d 323, 337 (Tex. App.—Houston [14th Dist.] 

2005, no pet.). Therefore, we find briefing waiver. See id.; see also Deutsch v. 

Hoover, Bax & Slovacek, L.L.P, 97 S.W.3d 179, 198–99 (Tex. App.—Houston 

[14th Dist.] 2002, no. pet.). But, even in the absence of briefing waiver, Doxey 

could not prevail because the record does not reflect that she timely voiced in the 

trial court any of the appellate complaints that she asserts under her second issue. 

See Tex. R. App. P. 33.1(a); In re A.V., 113 S.W.3d S.W.2d 355, 358 (Tex. 2003); 

Bostow v. Bank of America, No. 14-04-00256-CV, 2006 WL 89446, at *6–7 (Tex. 

App.—Houston [14th Dist.] Jan. 17, 2006, no pet.) (mem. op.). Doxey did not 

raise any of these complaints during the charge conference, nor did she request that 

the trial court submit a question to the jury regarding any allegedly ambiguous 

contract. Doxey did seek a new trial on the grounds that the contract was 

ambiguous; but, because Doxey did not raise this complaint during the charge 

conference and the trial court did not submit any ambiguity question to the jury, 

raising the ambiguity complaint in the motion for new trial was untimely and did 

not preserve error. See Tex. R. App. P. 33.1(a); Tex. R. Civ. P. 272; In re N.A.L., 
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No. 04-13-00159-CV, 2013 WL 4500633, at *4 (Tex. App.—San Antonio Aug. 

21, 2013, no pet.) (mem. op.).

Additionally, to the extent Doxey asserts that the incentive bonus plan 

amounted to an illusory promise, Doxey never raised this argument in the trial 

court. Rather, all parties stipulated that Exhibit 5 constituted a binding contract, 

and Doxey never requested a jury question as to whether there was a binding 

contract between the parties. Hence, Doxey waived any complaint that the 

incentive bonus plan is illusory. See Tex. R. App. P. 33.1(a); In re A.V., 113 

S.W.3d S.W.2d at 358; Bostow, 2006 WL 89446, at *6–7. We overrule the 

second issue. 

C. Did the trial court err in granting summary judgment as to the 

quantum-meruit claim?

In her third issue, Doxey asserts that the trial court erred in granting 

summary judgment as to the quantum-meruit claim. According to Doxey, after 

Stanley took over CRC-Evans, she performed additional work that was outside of 

what was envisioned in her employment contract. Doxey maintains she was 

entitled to recover equitable compensation for the additional services. The trial 

court impliedly granted summary judgment as to the quantum-meruit claim on the 

ground that a valid contract governs the subject matter of the quantum-meruit 

claim.

In a traditional motion for summary judgment, if the movant’s motion and 

summary-judgment evidence facially establish its right to judgment as a matter of 

law, the burden shifts to the nonmovant to raise a genuine, material fact issue 

sufficient to defeat summary judgment. M.D. Anderson Hosp. & Tumor Inst. v. 

Willrich, 28 S.W.3d 22, 23 (Tex. 2000). In our de novo review of a trial court's 

summary judgment, we consider all the evidence in the light most favorable to the 
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nonmovant, crediting evidence favorable to the nonmovant if reasonable jurors 

could, and disregarding contrary evidence unless reasonable jurors could not. 

Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 582 (Tex. 2006). The evidence 

raises a genuine issue of fact if reasonable and fair-minded jurors could differ in 

their conclusions in light of all of the summary-judgment evidence. Goodyear Tire 

& Rubber Co. v. Mayes, 236 S.W.3d 754, 755 (Tex. 2007). When, as in this case, 

the order granting summary judgment does not specify the grounds upon which the 

trial court relied, we must affirm the summary judgment if any of the independent 

summary-judgment grounds is meritorious. FM Props. Operating Co. v. City of 

Austin, 22 S.W.3d 868, 872 (Tex. 2000).

Quantum meruit is an equitable theory of recovery based on an implied 

agreement to pay for benefits received. Heldenfels Bros., Inc. v. City of Corpus 

Christi, 832 S.W.2d 39, 41 (Tex. 1992). Under Texas law, the general rule is that a 

plaintiff who seeks to recover the reasonable value of services rendered or 

materials supplied through a quantum-meruit claim may do so only when there is 

no express contract covering those services or materials. Truly v. Austin, 744 

S.W.2d 934, 936 (Tex. 1988). Doxey has not asserted in her issues, nor has she 

presented this court with argument, that the facts of this case fall within one of the 

exceptions to the general rule the Supreme Court of Texas set forth in Truly. See 

id. (mentioning exceptions to general rule if (1) plaintiff partially performs an 

express contract but, because of defendant’s breach, is prevented from completing 

the contract, (2) plaintiff partially performs an express contract that is unilateral in 

nature, or (3) plaintiff provides labor or materials under a construction contract and 

satisfies certain requirements).

On appeal, Doxey asserts the Stanley Parties’ argument that the contract 

covers the services provided in her quantum-meruit claim is “specious” because 
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the Stanley Parties maintain that the incentive bonus is wholly discretionary. But, 

the Stanley Parties’ contention that payment of the incentive bonus to Doxey was 

discretionary does not speak to the scope of the services covered by the contract, 

which is the basis of this summary-judgment ground. See Truly, 744 S.W.2d at 

936; Borrell v. Vital Weight Control, Inc., No. 14–07–00390–CV, 2009 WL 

783342, at *3–4 (Tex. App.—Houston [14th Dist.] Mar. 26, 2009, no pet.).

Doxey also asserts that she worked extra hours in her job after Stanley 

bought CRC-Evans and did so based on the expectation of receiving the maximum 

incentive bonus. Doxey asserts that this extra work is not covered by the contract. 

But, a dispute between the parties as to whether additional compensation is due for 

services under a contract does not change the scope of the contract.

The summary-judgment evidence conclusively proves that the services for 

which Doxey seeks compensation are covered by an express contract, and thus 

Doxey’s quantum-meruit claim fails as a matter of law. See Borrell, 2009 WL 

783342, at *3–4; Ramirez Co. v. Hous. Auth. of City of Houston, 777 S.W.2d 167, 

173 & n. 12 (Tex. App.—Houston [14th Dist.] 1989, no writ). The trial court did 

not err in granting summary judgment as to Doxey’s quantum-meruit claim, and 

we overrule the third issue to the extent it addresses this claim.

D. Did the trial court err in granting summary judgment as to the fraud 

claims?

In her third issue, Doxey also asserts that the trial court erred in granting 

summary judgment as to the following alleged fraud: (1) a claim based on material 

misrepresentations made to Doxey that she would receive an incentive bonus if she 

continued to work for the Stanley Parties and the financial criteria set forth in the 

contract were met; (2) a claim based on the Stanley Parties’ failure to fulfill a 

promise to Doxey that she would be compensated appropriately and fairly in 
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exchange for continuing to work for the Stanley Parties; and (3) if it is true that the 

Stanley Parties were aware that Doxey would not be receiving an incentive bonus 

because of the company’s poor financial performance, a claim based on a duty to 

reveal this information that arose when the Stanley Parties assured Doxey that she 

would be treated fairly and appropriately compensated in exchange for taking on 

new duties and responsibilities.

The trial court granted summary judgment without specifying the grounds 

upon which it relied, so, on appeal, Doxey must show that each independent 

summary-judgment ground asserted against Doxey’s fraud claims does not provide 

a basis for affirming the trial court’s summary judgment. See Ramco Oil & Gas 

Ltd. v. Anglo-Dutch (Tenge) L.L.C., 207 S.W.3d 801, 826 (Tex. App.—Houston 

[14th Dist.] 2006, pet. denied). The Stanley Parties asserted the following 

summary-judgment grounds against Doxey’s fraud claims: (1) the “at-will 

employment doctrine” bars Doxey’s fraud claims; (2) the alleged statements that 

Doxey would be treated fairly are too vague to constitute material representations; 

(3) there is no evidence that any representation was knowingly false when made; 

(4) to the extent Doxey asserts fraud claims based on non-disclosure, the Stanley 

Parties had no duty to disclose; and (5) to the extent Doxey asserts fraud claims 

based on failure to disclose to her that she would not receive an incentive bonus, 

there is no evidence that the Stanley Parties knew Doxey would not receive the 

bonus and failed to disclose this information to her.

In her appellant’s brief, Doxey does not address the “at-will employment 

doctrine” or the Stanley Parties’ argument that the alleged representations are too 

vague to constitute material representations. Doxey does not sufficiently brief the 

legal basis for the Stanley Parties’ alleged duty to disclose, nor does she brief any 

evidence that arguably might raise a fact issue as to when the Stanley Parties knew 
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that Doxey would not receive an incentive bonus and failed to disclose this 

information to Doxey.

Even construing Doxey’s appellate brief liberally, we cannot conclude that 

she has briefed arguments challenging each of the independent grounds on which 

the trial court granted summary judgment on the fraud claims. See Navarro v. 

Grant Thornton, LLP, 316 S.W.3d 715, 719–20 (Tex. App.—Houston [14th Dist.] 

2010, no pet.). Therefore, to the extent Doxey argues under the third issue that the 

trial court erred in granting summary judgment on her fraud claims, we overrule 

her challenge and affirm the trial court’s summary judgment as to these claims.

See id. 

III. CONCLUSION

Doxey has not preserved error in the trial court as to the alleged error she 

asserts regarding the breach-of-contract claim. The summary-judgment evidence 

conclusively proves that the services for which Doxey seeks compensation in her 

quantum-meruit claim are covered by an express contract, and thus the Stanley 

Parties were entitled to summary judgment on this claim. Doxey has not briefed 

arguments challenging each of the independent grounds on which the trial court 

granted summary judgment on the fraud claims, and therefore Doxey has not 

shown error in this ruling. Having overruled all of Doxey’s appellate issues, we 

affirm the trial court’s judgment.

/s/ Kem Thompson Frost

Chief Justice

Panel consists of Chief Justice Frost and Justices Christopher and Brown.