Affirmed and Memorandum Opinion filed April 2, 2020.

In The

Fourteenth Court of Appeals

NO. 14-18-01074-CV

HUBERT BASS, Appellant

V.

MICHAEL W. GILLASPIA, JR. D/B/A TEXAS TRUCK SALES, Appellee

On Appeal from the 405th District Court

Galveston County, Texas

Trial Court Cause No. 18-CV-0709

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

Appellant Hubert Bass sued appellee Michael W. Gillaspia, Jr. d/b/a Texas 

Truck Sales, asserting that Gillaspia breached the parties’ agreement by failing to 

return Bass’s investment funds. Gillaspia moved for summary judgment on the 

affirmative defense of limitations. The trial court granted summary judgment and 

Bass appealed. For the reasons below, we affirm. 
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BACKGROUND

The parties signed the following letter agreement on April 28, 2010:

This letter shall serve as guarantee for titles/trucks purchased by 

Texas Truck Sales with proceeds from Hubert Bass/Investor.

Auction slips showing purchase cost will be provided to Hubert Bass 

upon vehicle purchase with invested funds. 

A flooring fee of $1,000.00 shall be presented to Hubert Bass with 

exchange for title upon sale of unit purchased with proceeds invested 

by Hubert Bass.

Hubert Bass will hold titles as security interest for units purchased by 

Texas Truck Sales with minimum $44,000.00 invested in said titles. 

A written 30-Day notice will be given by Hubert Bass if investing 

funds wish to be withdrawn from Texas Truck Sales. 

(emphasis added). On December 16, 2011, Bass sent Gillaspia a letter regarding 

the “30-Day notice for investing funds withdrawal”. The letter states:

Per the signed, dated, and notarized loan agreement, between Hubert 

Bass and Michael W. Gillaspia Jr. dated April 28, 2010, Hubert Bass 

hereby so exercises his right to withdraw his $44,000 dollar 

investment funds and therefore demands payment in full of Hubert 

Bass’s $44,000 dollar investment within 30 days of this letter being 

delivered. 

Bass and Gillaspia signed the December 2011 letter. According to Bass, Gillaspia 

made a series of payments from 2011 to 2017 that reduced the total amount owed 

to $38,000. Gillaspia did not return the remainder of the investment funds. 

Bass sued Gillaspia in May 2018, asserting claims for breach of contract and 

anticipatory breach. Bass alleged that Gillaspia failed to comply with the letter

agreement’s terms and failed to refund the total amount of Bass’s $44,000 

investment. 

Gillaspia filed a motion for summary judgment on the affirmative defense of 
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limitations, arguing that Bass’s suit was outside the four-year limitations period

applicable to contract claims. See Tex. Civ. Prac. & Rem. Code Ann. 

§ 16.004(a)(3). According to Gillaspia, Bass’s suit accrued on January 15, 2012, 

thirty days after the parties signed Bass’s December 2011 letter requesting a return 

of his investment funds. Pointing out that Bass filed suit in May 2018, Gillaspia 

asserted Bass’s claims were barred by the four-year statute of limitations. 

The trial court granted summary judgment in an order signed November 12, 

2018. Bass timely appealed. 

ANALYSIS

In his sole issue on appeal, Bass argues that the parties’ letter agreement is 

ambiguous and does not specify the period of time in which Bass’s investment

funds were to be returned after the notice of withdrawal was given. This 

ambiguity, Bass argues, prevents Gillaspia from meeting his summary judgment 

burden with respect to the affirmative defense of limitations. 

I. Standard of Review and Governing Law

We review a trial court’s grant of summary judgment de novo. Exxon Corp. 

v. Emerald Oil & Gas Co., 331 S.W.3d 419, 422 (Tex. 2010). A motion for 

traditional summary judgment is properly granted if the movant establishes that 

there is no genuine issue of material fact and that he is entitled to judgment as a 

matter of law. Tex. R. Civ. P. 166a(c); Lane-Valente Indus. (Nat’l), Inc. v. J.P. 

Morgan Chase, N.A., 468 S.W.3d 200, 204 (Tex. App.—Houston [14th Dist.] 

2015, no pet.). A party moving for summary judgment on an affirmative defense 

bears the burden of conclusively establishing each element of the defense. Clark v. 

ConocoPhillips Co., 465 S.W.3d 720, 724 (Tex. App.—Houston [14th Dist.] 2015,

no pet.). In reviewing a grant of summary judgment, we consider all the evidence 
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in the light most favorable to the non-moving party. Leonard v. Knight, 551 

S.W.3d 905, 909 (Tex. App.—Houston [14th Dist.] 2018, no pet.). 

Summary judgment is inappropriate when a contract is ambiguous. Coker v. 

Coker, 650 S.W.2d 391, 394 (Tex. 1983); Lane-Valente Indus. (Nat’l), Inc., 468 

S.W.3d at 205. Whether a contract is ambiguous is a question of law for the court 

to decide by looking at the contract as a whole in light of the circumstances at the 

time it was executed. Anglo-Dutch Petroleum Int’l, Inc. v. Greenberg Peden, P.C., 

352 S.W.3d 445, 450, 451 (Tex. 2011); Nat’l City Bank of Ind. v. Ortiz, 401 

S.W.3d 867, 878 (Tex. App.—Houston [14th Dist.] 2013, pet. denied). A contract 

is not ambiguous if it can be given a certain or definite meaning as a matter of law. 

Universal Health Servs., Inc. v. Renaissance Women’s Grp., P.A., 121 S.W.3d 742, 

746 (Tex. 2003). But a contract is ambiguous if, after applying the pertinent rules 

of construction, the contract is subject to two or more reasonable interpretations. 

Nat’l City Bank of Ind., 401 S.W.3d at 878. That the parties disagree about a 

contract’s meaning does not necessarily render the contract ambiguous. LaneValente Indus. (Nat’l), Inc., 468 S.W.3d at 205. 

When interpreting a contract, we presume the parties intended every clause 

to have some effect. XCO Prod. Co. v. Jamison, 194 S.W.3d 622, 627 (Tex. 

App.—Houston [14th Dist.] 2006, pet. denied). We give terms their plain, 

ordinary, and generally accepted meanings unless the contract shows the parties

used them in a technical or different sense. BP Oil Pipeline Co. v. Plains Pipeline, 

L.P., 472 S.W.3d 296, 303 (Tex. App.—Houston [14th Dist.] 2015, pet. denied). 

The statute of limitations for a breach of contract claim is four years from 

the date of accrual. Tex. Civ. Prac. & Rem. Code Ann. § 16.051; Stine v. Stewart, 

80 S.W.3d 586, 592 (Tex. 2002) (per curiam). A breach of contract claim accrues 

immediately upon breach. Barker v. Eckman, 213 S.W.3d 306, 311 (Tex. 2006); 
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Trelltex, Inc. v. Intecx, L.L.C., 494 S.W.3d 781, 786 (Tex. App.—Houston [14th 

Dist.] 2016, no pet.). A party breaches a contract when it fails or refuses to do 

something it promised to do. Vast Constr., LLC v. CTC Contractors, LLC, 526 

S.W.3d 709, 721 n.9 (Tex. App.—Houston [14th Dist.] 2017, no pet.). 

II. Application

Resolution of Bass’s appeal rests on the following provision in the parties’

letter agreement:

A written 30-Day notice will be given by Hubert Bass if investing 

funds wish to be withdrawn from Texas Truck Sales.

Bass argues that this provision is ambiguous because it does not address the 

manner or means by which the investment funds are to be withdrawn or provide a

deadline for the funds’ return. Bass interprets this provision “to mean that 

[Gillaspia] had thirty days to respond to [Bass’s] request for the return of the 

funds.” 

In response, Gillaspia asserts that the provision is not ambiguous and 

required repayment of the investment funds within 30 days. Gillaspia argues that, 

when he failed to return Bass’s investment funds within thirty days of the 

December 16, 2011 letter, Bass’s breach of contract claim accrued. 

We conclude that the parties’ letter agreement is unambiguous and we 

ascertain its meaning as a matter of law. See Universal Health Servs., Inc., 121 

S.W.3d at 746. Giving the terms in the pertinent provision their plain and ordinary 

meanings, the provision conditioned the withdrawal of Bass’s investment funds on

a 30-day written notice. Therefore, once this written notice was given, the 

investment funds were due at the expiration of the 30-day period. Gillaspia, as the 

holder of the investment funds, was required to return them to Bass at that time. 
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Bass’s interpretation of the withdrawal provision is not reasonable and does 

not render the provision ambiguous. According to Bass, at the expiration of the 

30-day period Gillaspia only was required to “respond to [Bass’s] request for the 

return of the funds.” But this provision conditions a withdrawal of the investment 

funds only upon the giving of the required written notice — it does not require that 

a “response” or any other action proceed the withdrawal. We decline to adopt an 

interpretation that reads additional terms into the parties’ agreement. See Gilbert 

Tex. Constr., L.P. v. Underwriters at Lloyd’s London, 327 S.W.3d 118, 126 (Tex. 

2010) (“Courts strive to honor the parties’ agreement and not remake their contract 

by reading additional provisions into it.”). 

Bass gave notice of his wish to withdraw the investment funds in a letter 

dated December 16, 2011. According to the letter agreement’s terms, Bass’s 

investment funds were due on January 15, 2012, 30 days after the written notice. It 

is undisputed that Gillaspia did not return the investment funds on this date.

Therefore, Gillaspia breached the contract on January 15, 2012, and Bass’s 

contract claims accrued on this date. See Barker, 213 S.W.3d at 311; Vast Constr., 

LLC, 526 S.W.3d at 721 n.9. Bass filed suit in May 2018, outside the four-year 

limitations period applicable to contract claims. See Tex. Civ. Prac. & Rem. Code 

Ann. § 16.051. Therefore, Gillaspia satisfied his summary-judgment burden and 

established as a matter of law that Bass’s suit is barred by the applicable statute of 

limitations. See Tex. R. Civ. P. 166a(c). 

Challenging this interpretation of the letter agreement, Bass points out that 

Gillaspia “made periodic payments over the course of a couple of years.” But an 

unambiguous contract is enforced as written and extraneous evidence cannot create 

an ambiguity or give the contract a meaning different from that which its language 

imports. See David J. Sacks, P.C. v. Haden, 266 S.W.3d 447, 450-51 (Tex. 2008) 
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(per curiam). That Gillaspia remitted payments over a period of several years does

not alter the letter agreement’s requirement that the investment funds be returned 

30 days after written notice requesting their withdrawal. 

Bass also argues that, because he continued to accept Gillaspia’s partial 

payments, he “abandoned his attempt to accelerate the note” and delayed the 

accrual of his claims. The case Bass cites to support this principle does not apply 

to the facts presented here. See Holy Cross Church of God in Christ v. Wolf, 44 

S.W.3d 562, 567-68 (Tex. 2001). The note in Wolf had an acceleration clause and 

evidence showed an exercise of that option; these facts affected the court’s 

determinations regarding accrual and statutes of limitation. See id. at 568-74. But 

here, the parties’ letter agreement does not contain an acceleration clause —

therefore, Bass’s continued acceptance of Gillaspia’s partial payments does not 

alter our analysis. 

Because Gillaspia established that he was entitled to judgment as a matter of 

law on the affirmative defense of limitations, the trial court properly granted 

summary judgment. 

CONCLUSION

We affirm the trial court’s November 12, 2018 summary judgment.

/s/ Meagan Hassan

Justice

Panel consists of Justices Christopher, Bourliot, and Hassan.