1 

## NO. 12

- 20

- 00155

- CV

IN THE COUR T OF APPEALS

TWELFTH COURT OF APPEALS DISTRICT
TYLER, TEXAS

MUKHTAR S. MUTTI , APPELLANT

V.
SPENCER DISTRIBUTING, LLP , APPELLEE §

§

§ A PPEAL FROM THE

COUNTY COURT AT LAW

ANDERSON COUNTY, TEXAS

M EMORANDUM OPINION
Muk h tar S. Mutti appeals the trial court’s judgment entered against him in favor of Spencer Distributing, L.P. In a single issue, Mutti contends the evidence is insufficie nt to support the trial court’s judgment. We affirm.

B ACKGROUND Navdeep Chahal and Mutti owned a ga s station n amed Starkey’s #1 in Lone Star, Texas. Starkey’s entered into a fuel agreement with Spencer wherein Spencer agreed to provide fuel to the gas s tation. During the time Spencer was providing fuel, Starkey’s was rebranded from an
Exxon station to a Valero s tation and Valero paid for Starkey’s rebranding. Starkey’s closed in
2017 , and Valero demanded Spencer re pay the money for the rebranding. Spe ncer demanded Starkey’s reimburse the money paid to Valero pursuant to the terms of the fuel agreemen t. After
S tarkey’s refused to cooperate, Spencer sued for breach of contract, suit on a sworn account, conversion, and quantum meruit. Chahal failed to a nswer or appear . Mutti filed a sworn denial and appeared at trial. Following a bench trial, the tri al court re ndered a default judgment against
Chahal and rendered judgment against Mutti. 1 Mutti filed a motion for new trial, which was overruled by opera tion of law. This appeal followed.

1 Chahal is not a party to this appeal.2 E VIDENTIARY S UFFICIENCY In his sole issue, Mutti contends the evidence is insufficient to support the trial court’s judgment.
Standard of Review In a nonjury t rial, when, as here, a trial court makes no separate findin gs of fact or conclusions of law, we must assume that the trial court made all findings in support of its judgm ent. Pharo v. Chambers C ty

. , Tex.
, 922 S.W.2d 945, 948 (Tex. 1996). The trial court ’ s judgmen t must be affirmed if it can be upheld on any legal theory that finds support in the
evidence. In re W.E.R.
, 669 S.W.2d 716, 717 (Tex. 1984). Further, when, as here, the appellate record includes the reporter ’ s record, the trial court ’ s implied fact findin gs are not conclusive and may be challenged for lega l and f actual sufficiency of the evidence supporting them. BMC Software Belg., N.V. v. Marchand
, 83 S.W.3d 789, 795 (T ex. 2002).
A trial court ’ s implied findings of fact are reviewable for legal and factu al sufficiency of
the evidence by the same standards that a re applied in reviewing evidence supporting a jury ’ s verdict. See Catalina v. Blasdel , 881 S.W.2d 295, 297 (Tex

. 1994). When reviewing a finding of fact for legal sufficiency, we may set aside the finding only if the evidence at trial would not
enab le a re asonable and fair

- minded finder of fact to make the finding under review. Canal Ins. Co. v. Hopkins
, 238 S.W.3d 549, 557 (Tex. App.

— Tyler 2007, pet. denied) (citing City of Keller
v. Wilson
, 16 8 S.W.3d 802, 827 (Tex. 2005)). In making this determina tion, w e must credit favorable evidence if a reasonable finder of fact could, and disregard contrary evidence unless a
reasonable finder of fact could not. See Hopkins
, 238 S.W.3d at 557. The finder o f fact is the sole judge of the credibility of the witne sses an d the weight to be assigned to their testimony. Id

. The finder of fact is free to believe one witness and disbe lieve another, and a reviewing court may not impose its own opinions to the contra ry. See id

. Accordingly, reviewing courts must
assume th at the finder of fact decided all credibility questions in favor of the findings if a reasonable person could do so. I d

. If a reasonable finder of fact could have so found, we must
assume that the fin der of fact chose what testimony to disregard in a way t hat was in favor of the findings. Id

. A finder of fact “may disregard even uncontradicted and unimpeached testimony
fr om disinterested witnesses” where reasonable. Id. (quoting City of Keller
, 168 S.W .3d at 819

– 20).3 In addition, it is within the fact finde r ’ s pro vince to resolve conflicts in the evidence. Id

. Consequently, we must assume that, where reasonable, the finder of fact resolved all conflicts in
the evidence in a manner consistent with the fi ndings. Id

. Where a reasonable finder of fact could

reso lve con flicting evidence either way, we must presume the finder of fact did so in favor of the findings. Id

. Where con flicting inferences can be drawn from the evidence, it is within the province of t he finder of fact to choose which inference to draw, so long as more than one inference can reasonably be drawn. Id

. Therefore, we must assume the finder of fact made all
inf erences in favor of the findings if a reasonable person could do so. Id

. With regard to factual sufficiency challenges, where a party who did not have the burden of proof on an issue asserts that a trial court ’ s finding of fact is contrary to the evidence, we must overrule the complaint unless the finding is clearly wrong and manife stly unjust. See Santa Fe Petroleum, L.L.C. v. Star Canyon C orp. , 1 56 S.W.3d 630, 637 (Tex. App.

— Tyler 2004, no pet.) (citing Garza v. Alviar
, 395 S.W.2d 821, 823 (Tex. 1965)). “ Reversal [can] occur because the finding [is] based on weak or insufficient ev idence or because the proponent ’ s proof, although adequate i f taken alone, is overwhelmed by the opponent ’ s contrary proof.” Santa Fe Petroleum
, 156 S.W.3d at 637. In conducting our factual sufficiency review, we must consider all of the evidence that supp orts and that which is contrary to the finding. Sosa v. City of Bal ch Springs
, 772 S.W.2d 71, 72 (Tex. 1989). When reviewing factual sufficiency issues arising from a bench trial , we are mindful that the trial court, as the trier of fact, is the sole judge of the credibility of the witnesses. See Hopkins
, 238 S.W.3 d at 55 7. The trial court may take into consideration all of the facts and surrounding circumstances in connection wit h the testimony of each witness and accept or reject all or any part of that t estimony. Id. at 557

– 58. Where there is enough evidence befo re the trial court so that reasonable minds could differ concerning the meaning of that evidence, or the
inferences an d conclusions to be drawn therefrom, we may not substitute our judgment for th at of the trial court. See id. at 558. Analysis Mutti urges the tr ial court’s finding is “not supported by sufficient evidence to establish a contractual obligation between the parties.” He repeatedly asserts that the trial court’s judgment is “not suppo rted by fact .” However, his prayer for relief requests this Court v acate the trial court’s judgment and render judgment in his favor. This inartful presentation makes it unclear4 whether Mutti challenges the legal sufficiency or factual sufficiency of the evidence. See Sco tt Pelley P.C. v. Wynne , 578 S.W.3d 694, 7 01 (Tex . App.

— Dallas 2019, no pet. ) (explaining that remedy for “no evidence” challenge is to reverse and render, while remedy f or factual sufficiency is to reverse and remand). Given the relief requested, w e will treat Mutti’s issue as

one challenging th e l egal sufficiency of the evidence supporting the trial court’s judgment. Darren Mackey, Spencer’s general manag er, testified that Spencer D istributing entered into a contract with Starkey’s. The contract was signed by Cha h al on Starkey’s behalf and Ton y T ucker for Spencer. Tucker passed away two weeks before trial. According to Mackey,
Sta rkey’s purchased fuel f rom Spencer from 2014 through approximately 2017. Starkey’s was originally branded with Exxon but was rebranded to Valero in 2015. According to Mackey, Valero spent $22,014.69 to rebrand Starkey’s. When Starkey’s closed in 2017 an d the Valero
brand had to be removed , Valero charged th e $22,014.69 back to Spencer. Mackey further testified that the terms of the motor fuel supply contract requi re the customer, Starkey’s, to re pay that money to Spencer. But , Starkey’s refused to make that payment. Mac key testified that he was not present for the execution of the agreements between Starkey’s and Spencer; however, it appeared Chahal and Mutti ex e cuted the electronic fund s transfer authorization deb i t / credit agreement on Starkey’s b ehalf.
Mutti testifi ed that SGN, Inc. was formed on or about January 9, 2014. SGN purchased Starkey’s # 1 , but Mutti could not remember when that purchase was made. Mutti further
testified that he and Cha h al are business partners. Mutti denied signing the credit agreement a nd
the electronic fund s transfer authorization debit/credit agreement . He further denied having any direct business dealings with Spencer. Mutt i testified that he acted in the role of investor and “just put money in the corporation.” As a result, Mutti claimed to either not know or not remember anything about the operation of Starkey’s. Mutti also confirmed that the credit agreement contained h i s correct social security number.
Sev eral contract documents were admitted into evidence. The motor fuel s upply contract
between Spencer and Starkey’s lists Navdeep Cha h al as the owner of Starkey’s

. Furthermore, the agreement states that if the buyer “is composed of more than one person,” e ach person is jointly and severally liable for the obligations imposed under the contract. The agreement also

states that if the buyer is a business entity, the directors, agent s, or partners must execute the

agree m ent in both their capacity as agent for the business and in their individual capacity. The5 credit application , which was admitted into evidence without objection, lists both Chahal and Mutti as owners of Starkey’s. This application was purportedly signe d by both Chahal and
Mutti. Mutti confir med that his correct social security number appears on the agreement. The
electronic fund s transfer authorization debit/credit agreement also lists Chahal and Mutti as owners and includes their purported signatures

. SGN’s certificate of formation lists two
directors: Chahal and Mutti. And an assumed name certificate shows that SGN was doing business as Starkey’s.
The essential elements of a breach of contract cl aim are (1) the existence of a valid contract; (2) performance or tendered performance by the plaintiff; (3) breach of the contract by the defendant; and (4) dam ages sustained as a result of the breach. B & W Supply, Inc. v.
Beckman , 305 S.W.3d 10, 16 (Tex . App.

– Houston [1st Dist.] 2009, pet. denied) ; Tam u no Ifiesimama v. Haile , 522 S.W.3d 675, 685 (Tex. App.

— Houston [1st Dist.] 2017, pet. denied)

. Mutti contends there is insufficient evidence of a valid contract. The elements required for the
formation of a valid contract are: (1) an offer, (2) acceptanc e in strict compliance with the terms of the offer, (3) a meeting of the minds, (4) each party ’ s consent to the terms, and (5) execution and delivery of the contract with the intent that it be mutual and bi nding. Cessna Aircraft Co. v. Aircraft Network, L. L .C.
, 213 S.W.3d 455, 465 (Tex. App.

— Dallas 2006, pet. denied) ; Levetz v.
Sutton , 404 S.W.3d 798, 803 (Tex. App

. — Dallas 2013, pet. denied)

. A party ’ s signature on a written contract is strong evidence he u nconditionally assented to its terms. Lujan v. Alo r ica , 445 S.W.3d 443, 448 (Tex. App.

— El Paso 2014, no pet.); see Rachal v. Reitz , 403 S.W.3d 840, 845 (Tex. 201 3) ; Cowboy ’ s Retail & Wholesale Beverage Distribution, LLC v. Davis , No. 12

- 19

- 00249

- CV, 2020 WL 4463126, at *9 (Tex. App.

— Tyler July 31, 2020, p e t. denied) (mem. op.)

. As the sole judge of the weight and credibility of the evidence, the trial court could have disbelieved Mutti’s testimony that he was completely unaware of Sta rkey’s business dealings and that he did not sign the related documents. See Hopkins
, 238 S.W.3d at 557 ; Sw. Bell Media, Inc. v. Lyles , 825 S.W.2d 488, 493 ( Tex. App.

— Houston [1st Di st.] 1992, writ denied).
The evidence showed that Mutti and Chahal were the sole operators of Starkey’s . And Mutti’s correct social security nu m ber appeared on the agreements allegedly containing his signature. As a result, we conclude that a reasonable factfinder could find that Mutti participated in the6 transaction between Starkey’s and Spencer. Therefore, we hold the evidence is legally suff i cient to support the trial court’s finding that a valid contract existed. Mutti’s sole issue is overruled.

D ISPOSITION Having overruled Mutti’s sole issue, we affirm the judgment of the trial court.

B RIAN H OYLE Justice
Opinion delivered April 28, 202 1

. Panel consisted of Worthen, C.J., Ho yle, J., and Neeley, J.7 

## COURT OF APPEALS

TWELFTH COURT OF APPEALS DISTRICT OF TEXAS

JUDGMENT

APRIL 28 , 2021

NO. 12

- 20

- 00155

- CV

MUKHTAR S. MUTTI , Appellant V. SPENCER DIS T RIBUTING, LLP , Appellee

Appeal from the County Court at Law
of Anderson County, Texas (Tr.Ct.No. 13404 )

THIS CAUSE came to be heard on the appellate record and briefs filed herein, and the same being considered, it is the opinion of this court that ther e was no error in the judgment. It is therefore ORDERED, ADJUDGED and DECREED that the judgment of
the cou rt below be in all thi ngs affirmed , all costs of this appeal are assessed against Appellant,
MUKHTAR S. MUTT I , and that this decision be certified to the court below for observance. Brian Hoyle , Justice

. Panel consisted of Worthen, C.J., Hoyle, J., and Neeley, J.