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 Cou n ty, 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 Appel lant Hubert Bass sued appellee Michael W. Gillaspia, Jr. d /b/a Texas T ruck Sales, asserting that Gillaspia breached the parties ’ agreeme nt b y failing to return Bass ’ s investment funds

. G i llaspia 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.2 B ACKGROUN D The parties signe d the following letter agreement on April 2 8 , 2010: This letter shall serve as guarantee for titles/trucks purchased b y Texas Tru ck Sales with proceeds from Hubert Bass/ Investor. Auction slips showing purchase cos t will be provided to Hubert Bass upon vehicle purchase with invested funds. A flooring fee o f $1,000.00 shall be presented to Hubert Bass with exchange for title upon sale o f unit purchased with proceeds i nvested by Hubert Bass. Hubert Bass will hold titles as sec urity i nterest for units purchased by Texas Truck Sales with minimum $44,000.00 inve s ted in said titles. A written 30
- Day n otice will be given by Hubert Bass if investing funds wish to be withdrawn from Texas Truck Sales

. (emp hasis added). On December 16, 2011, Bass sent Gillaspia a l etter regarding the “30

- Day noti ce for investing fun d s withdrawal ”. The letter states: Per the signed, dated, and notarized loan agreement , between Hubert Bass and Michael W. Gillaspia Jr. dated April 28 , 2010, H ubert Bass hereby so exercises his right to withdraw his $44,000 dollar investment funds and th e refore demands payment in full of Hubert Bass ’ s $44,000 dollar investment within 30 days of this l et ter being delivered. Bass and Gillas pia signed the December 2011 letter. According to Bass, Gillaspia made a series of payments from 2011 to 2017 that r e duced the total amount owed to $38,000. Gillaspia did not return the remainder of the investment funds. Bass sued Gillaspia in May 2018, asserti ng 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 amou nt of Bass ’ s $44,000 investment

. Gillaspia filed a motion for summar y judgment on the affirmative defense of3

limitations, arguing that Bass ’ s suit was outside t he four

- year limit ations peri o d applicab le to contract claims. See Tex. Civ. Prac. & Rem. Cod e Ann. § 16 .004(a)(3). According to Gillaspia, Bass ’ s suit accrued on January 15, 2012, thir ty days after the parties signed Bass ’ s Decemb er 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 summar y judgment in an order signed November 12, 2018. Bass timely appealed.
A NALYSIS In his sole issue on appeal, Bass argues that the parties ’ letter agreemen t is ambiguous a nd d oes not specify the period of time in which Bass ’ s investment funds were to be returned after the notice of withdrawal was given. T his ambiguity , Bass argues, p r event s Gillaspia fr om meeting his summary judgment burden with respect to the affirmative defense of limitations

. I. St a ndard of Review and Governing Law
We review a trial court ’ s grant of summary judgment de novo

. Exxon Corp. v. Emerald Oil & Gas Co. , 3 31 S.W.3d 419, 422 (Tex. 2010) . A m otion for traditional summary ju dgment is pro perly 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

- Valen te 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 judgme nt on an affirmative defense bears the burd en of conclusively establi shing each element of the d e fense. Clark v. ConocoPhillips Co. , 465 S.W.3d 720, 724 (Tex. App.

— Houston [14th Dist.] 2015, no pet.). In re viewing a grant of summary judgment, we consider all the evidence4

in the light most favorable to the non

- moving party. L eonard v. K night , 551 S

. W.3d 905, 909 (Tex. App.

— Houston [14th Dist.] 2018, no pet.). Summary judgme nt i s inappropriate when a co nt ract is ambiguous. Coker v. Coker , 650 S.W.2d 3 91 , 394 (Tex. 1983 ) ; Lane

- Valente Indus. (Nat ’ l), Inc. , 468 S.W.3d at 205. Whether a contract is a m b iguous is a question of law for the court to decide b y looking at the contra ct as a whole in light o f the circumstances at the time it was executed

. Anglo

- Dutch Pet roleum Int ’ l, Inc. v. Greenberg Peden, P.C. , 352 S.W.3d 445, 450, 451 (Tex. 2011); Nat ’ l City Bank of I nd . 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 Gr p
. , P .A. , 121 S.W.3d 742, 746 (Tex. 2003 ). But a contract is ambiguous if, afte r applying the pertinent rules of con struction, the contract is subject to two or more reasonable interpretations. Nat ’ l City Bank of Ind. , 401 S.W.3d at 878. Th at the partie s disagree about a
contr act ’ s meaning does not necessarily render the contract a mbiguous. Lane

Valente Indus. (Nat ’ l), Inc. , 468 S.W.3d at 205.
When int erpreting 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.] 200 6, pet. den ied). We give terms their plain, ordinary, and generally accepted meaning s un less the contract shows the parties

u sed them in a technical or different sense. BP Oil Pipeline C o . v. P lains Pipeline, L.P. , 472 S.W.3d 296, 303 (Tex. App.

— Houston [14th Dist.] 2015, pet. denied).
The statute o f 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. S t e wart , 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);5

Trelltex, Inc. v. Inte c

x, 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 i t 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
Resol ution of Bass ’ s appeal rests o n t he 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 addres s the

man n e r or means by which the investment funds are to be w ithdrawn or provide a deadline for the funds ’ ret urn
. 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 requir e d repayment of the investment funds within 30 days. Gillaspia argues that, when he faile d to retur n Bass ’s investment funds within thirty days of the Decem ber 16 , 2011 letter, Bas s ’s breac h of contract claim accrued. We conclude that the part ies ’ letter agreement is un ambiguous 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 thei r pla in a n d ordinar y meaning s , th e provision conditioned the w ithdrawal of Bass ’ s investment funds on a 30

- day writ ten notice. T herefore, once this writte n notice w as given, the investment funds were due at the e xpiration of the 30

- day period. Gillaspia , as the h o l der of the investment funds, was required to return them to Bass at that time.6

Bass ’ s i nterpretation of the withdrawal provision is not rea sonable and does
not render the provision ambi guous . According to Bass, at th e expiration of th e 30

- da y period G i llaspia only was required to “ respond to [Bass ’ s] request for the return of the funds. ” Bu t this provision conditions a withdrawal of the investment funds only upon the giving of th e required writte n notice

— it does not require that

a “ respons e ” or any o ther action proceed the withdrawal

. We decline to adopt an interpretation that reads additional terms into the parties ’ agreement

. See Gi lbert Tex. Constr., L.P. v. Und e rwriters at Lloyd ’ s London , 327 S.W.3d 118, 126 (Tex. 2010) ( “ Courts striv e to hono r the parties ’ agreement a nd not remake their contract by reading additional provisions into it. ” )

. Bass gave notice of his wish to w ithdraw the investment funds in a letter dated December 16, 2011

. According to the letter agre ement ’ s terms, B ass ’ s inv e s tment funds were due on January 15, 2012, 30 days after the written notice. It is undisputed that Gil las pia did not return the investment funds o n this date

. T herefore, Gillaspia breached the contract on Jan uary 15, 2012 , and Bass ’ s contract c laims a cc ru e d on this date. See Barker , 213 S.W.3d at 311; Va st Co nstr., LLC , 526 S.W.3d at 721 n.9. Bass filed suit in May 2018, outside the four

- year limitations period applicable to c ontract claims

. See Tex. Civ. Prac . & Rem. Code Ann. § 16.051. The refore, G il l aspia satisfied his summary

- judgme nt burden and established as a matter of law that Bass ’ s suit i s barred by the applicable statute of limitations

. See Tex. R. Civ. P . 166a(c). Challenging this interpretation of the letter agreement, Bass po ints out th a t Gillaspia “ made period ic payments over the course of a couple of years. ” But an

u nambiguous contract is enforced as written and extraneous evidence ca nnot create

an a m biguity or give the contract a meaning different from that which its langu age impor ts

. See David J. Sacks, P.C. v. Haden , 266 S.W.3d 447, 450

- 51 (Tex. 2008)7

(p er cu riam). Th at Gillaspia remitted payments over a period of several years do es not alter the letter agreement ’ s requirement that the investment funds be re turned 30 da ys after wr i tten notice requesting their withdrawal.
B ass also argues that, because he continued to accept Gillaspia ’ s partial pa yments, he “ abandoned his attempt to accelerate the note ” and delayed the accrual of his claims. T he case Bass cites t o supp ort this pr i nciple do es not apply to the facts presented here

. See Holy Cross Chur ch of God in Christ v. Wolf , 44 S.W.3d 562, 567

- 68 (Tex. 2001). The note in Wolf had an acceleration cla use and evidence showed an exercise of that option ; these facts affe cted the co u rt ’ s determinations regarding accrual and statutes of limitation

. See id . at 568

- 74

. But h ere, the parties ’ letter agreement d oes not contain an acceleration clause

— therefore, Bass ’ s continued acceptance of Gillaspia ’ s partial pa yments does not alte r o ur analysi s. Because Gil laspia established that he was en titled to judgment as a matter of law on the affirmative defense of limitations, the trial court properly granted summary judgment.
C ONCLUSION We affirm the trial court ’ s November 12, 2018 sum ma r y judgment.

/s/ Meaga n Hassan J ustice

P anel consists of Justices Christopher , Bourliot , and Hass an
.