Opinion
07-21-00210-CV
01-26-2023
LAYNE LADNER, CINDY LADNER, RICHARD ODELL, RONDA ODELL, TOM WELCH, AND SUE WELCH, APPELLANTS v. PROPERTY OWNERS ASSOCIATION OF MOUNTAIN LAKES RANCH, INC., APPELLEE
On Appeal from the 266th District Court Erath County, Texas Trial Court No. CV35449, Honorable Jason Cameron Cashon, Presiding
This case was transferred from the Eleventh Court of Appeals pursuant to the Texas Supreme Court's docket equalization efforts. See Tex. Gov't Code Ann. § 73.001. In the event of any conflict with our own precedent, we follow the precedent of the Eleventh Court of Appeals. See Tex. R. App. P. 41.3.
Before QUINN, C.J., and PARKER and DOSS, JJ.
MEMORANDUM OPINION
Judy C. Parker Justice
This appeal arises from a dispute between property owners and a property owners' association over the association's duty to repair a lake. The trial court granted summary judgment in favor of the association, from which the property owners appeal, and entered an order denying all parties' requests for attorney's fees, from which the property owners' association appeals. We affirm.
Background
Appellants Layne Ladner, Cindy Ladner, Richard Odell, Ronda Odell, Tom Welch, and Sue Welch (the "Homeowners"), own property in the Mountain Lakes Ranch development in Erath County. Mountain Lakes is governed by a Declaration of Covenants, Conditions, and Restrictions (the "Declaration"). Property owners in the subdivision are members of the Property Owners Association of Mountain Lakes Ranch, Inc. (the "POA"), which is responsible for enforcing neighborhood restrictions and maintaining common areas, among other things. The subdivision includes Beacon Lake, a 94-acre recreational lake, and Angler's Cove, a 45-acre fishing lake, both of which were developed for the use and enjoyment of all Mountain Lakes property owners and their guests. Both lakes have adjacent parks, picnic areas, recreational equipment, and boat docks. Mountain Lakes Ranch also includes three smaller reservoirs, known as Reserve 10, Reserve 11, and Reserve 12, which are accessible only to property owners with tracts adjacent to them. Homeowners' properties front the eight-acre Reserve 10.
Bluegreen Southwest One, L.P., the developer, conveyed the land beneath Beacon Lake and Angler's Cove to the POA in 2006. In 2007, before completion of the development, the POA sued Bluegreen and others, alleging that design problems and construction defects prevented Beacon Lake from holding appropriate levels of water. In subsequent pleadings, the POA added similar claims concerning Angler's Cove and the three reservoirs. The lawsuit was settled in 2010, with Bluegreen paying $3.4 million and conveying twenty unimproved lots to the POA. The settlement agreement (the "Settlement") provided that the POA "shall assume and pay for all remedial work to be done on the three (3) small ponds located in Mountain Lakes, Phase 4-2 and in return Bluegreen Southwest One, L.P. shall deed to the POA free and clear of all liens and without warranty, twenty (20) lots located within the Mountain Lakes development . . . ." After settling with other defendants and paying attorney's fees, the POA received roughly $2.65 million, which it used to improve Beacon Lake and Angler's Cove. The work included installing a vinyl liner and bentonite clay, a water seepage retardant, to part of the lakebed. Due to its limited funds, the POA was able to complete only about 68 percent of the desired work on the two lakes.
The POA also allocated $300,000 to work on the three reservoirs, comprised of $100,000 from the lake project and $200,000 advanced from the POA's maintenance fund account. The POA then divided the $300,000 among the three reserve lakes based on their relative size, with Reserve 10 receiving $132,000. At the POA's instruction, property owners with tracts adjacent to Reserve 10 formed a committee to determine how to improve their reservoir. Homeowners Layne Ladner and Ronda Odell served as co-chairs of the committee. The committee hired a geotechnical contractor, who recommended the application of bentonite to the lakebed and dam. However, the remainder of the $132,000 budget was insufficient to cover the recommended amount of bentonite. The POA declined to commit additional funds for the project; the POA's president notified Homeowners that only $300,000 was available for the work on the three reserve lakes and that the project would end once that money was spent. Rather than expending their limited funds to explore alternative options, the committee elected to apply as much bentonite as the budget allowed. The work was completed in 2013.
The POA later replenished the maintenance fund with proceeds from the sales of the twenty lots it received under the Settlement.
Following the bentonite treatment, no further work was done on Reserve 10. The POA continued to mow the spillway and, in 2016, it repaired damage that beavers had caused to the dam. The water level in Reserve 10 continued to fluctuate. Property owners requested that the POA perform additional work to address the issue, but it declined to do so.
In February of 2019, Homeowners sued the POA, asserting five causes of action: breach of restrictive covenant, breach of the Settlement, breach of fiduciary duty, negligence, and estoppel. They also sought declaratory relief and specific performance.
The POA filed a traditional and no-evidence motion for summary judgment, which the trial court granted. The trial court denied both parties' request for attorney's fees under section 37.009 of the Texas Civil Practice and Remedies Code. Homeowners appealed from the trial court's grant of summary judgment. The POA filed a cross-appeal from the trial court's denial of attorney's fees.
The trial court initially denied the motion, but later granted it as to all of Homeowners' claims other than breach of contract. After the parties submitted additional briefing, the trial court entered summary judgment on Homeowners' breach of contract claim as well.
Standard of Review
We review a trial court's grant of summary judgment do novo. Lujan v. Navistar, Inc., 555 S.W.3d 79, 84 (Tex. 2018). Because the trial court did not state the grounds for granting summary judgment, we will uphold it if it can be sustained under either traditional or no-evidence grounds. See Dow Chem. Co. v. Francis, 46 S.W.3d 237, 242 (Tex. 2001) (per curiam); see also Beverick v. Koch Power, Inc., 186 S.W.3d 145, 148 (Tex. App.- Houston [1st Dist.] 2005, pet. denied) (if trial court grants summary judgment without specifying grounds, appellate court must uphold trial court's judgment if any asserted grounds are meritorious).
Analysis of Appeal from Summary Judgment
Statutes of Limitations
Prior to addressing the issues presented by Homeowners, we consider the POA's claim that statutes of limitations bar all of Homeowners' claims. The POA argues that Homeowners' causes of action accrued sometime in 2013, either when (1) the POA informed Homeowners that it would not fund any further improvements to Reserve 10 or (2) the Reserve 10 committee implemented and approved the limited bentonite treatment. Consequently, the POA concludes that the two-year limitations period applicable to Homeowners' negligence claim ran in February of 2015 and the four-year limitations period applicable to their other claims ran in February of 2017, both well before Homeowners filed suit in February of 2019. Homeowners reply that the POA's duty to maintain and repair Reserve 10 is a continuing duty, that the POA did not repudiate its contractual duties, and that their claims did not accrue in 2013. For purposes of our analysis, we will assume without deciding that Homeowners' claims are not time-barred under the applicable statutes of limitations. Even so, we conclude that the trial court properly granted summary judgment.
Breach of Covenant
As stated by Homeowners, the primary issue on appeal is whether the POA breached a duty to repair Reserve 10, such that Homeowners have viable claims for breach of contract and declaratory judgment that the trial court should resolve. Here, Homeowners assert that the POA owed and breached a duty to repair under both the Declaration and the Settlement. To prevail on a breach of contract claim, the Homeowners had to establish (1) the existence of a valid contract, (2) performance or tendered performance by the Homeowners, (3) breach of the contract by the POA, and (4) damage to the Homeowners as a result of the breach. USAA Tex. Lloyds Co. v. Menchaca, 545 S.W.3d 479, 501 n.21 (Tex. 2018).
"Whether a party has breached a contract is a question of law for the court, not a question of fact for the jury, when the facts of the parties' conduct are undisputed or conclusively established." Grohman v. Kahlig, 318 S.W.3d 882, 887 (Tex. 2010) (per curiam). The court determines as a matter of law what the contract requires of the parties and whether the facts show performance or breach. See Meek v. Bishop Peterson & Sharp, P.C., 919 S.W.2d 805, 808 (Tex. App.-Houston [14th Dist.] 1996, writ denied). "A breach occurs when a party fails or refuses to do something he has promised to do." Dorsett v. Cross, 106 S.W.3d 213, 217 (Tex. App.-Houston [1st Dist.] 2003, pet. denied).
We first consider the Homeowners' claim that the POA breached a covenant in the Declaration. Section 8.03 of the Declaration provides that the POA "shall manage, operate, care for, maintain and repair all Common Areas and keep the same in an attractive and desirable condition for the use and enjoyment of the Members."
Homeowners contend that Reserve 10 is a "Common Area" and thus, under this language, the POA had a duty to maintain and repair it. In their brief, Homeowners argue that there is "some evidence" that the POA breached this obligation because they have put forth evidence that the lake and dam are "defective" and an "eyesore." They further allege that the POA breached its duty because it "refused to even undertake modest repair efforts."
The POA raises several points in defense. First, it asserts that Reserve 10 is not a "Common Area" it is obligated to maintain. Second, it argues that the work Homeowners seek is not work the POA is required to undertake under the Declaration. Finally, it claims that the Homeowners failed to rebut the presumption that the POA's decisions were reasonable.
We interpret the Declaration in accordance with the rules governing contract interpretation. See Purvis v. Stoney Creek Cmty. Ass'n, 631 S.W.3d 287, 292 (Tex. App.-Houston [14th Dist.] 2020, no pet.). In construing the Declaration, our primary objective is to ascertain and give effect to the intentions of the parties as expressed in the text. See Kelley-Coppedge, Inc. v. Highlands Ins. Co., 980 S.W.2d 462, 464 (Tex. 1998). To do so, we examine the entire Declaration in an effort to harmonize and give effect to all of its provisions so that none will be rendered meaningless. See MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 652 (Tex. 1999).
The Declaration requires the POA to "maintain and repair all Common Areas . . . ." We agree with the POA that the Declaration's definition of "Common Area" does not encompass Reserve 10. Section 1.10 of the Declaration defines "Common Area" as "all real property (including the improvements thereto) within the Subdivision owned by the Developer and/or the Association for the common use and enjoyment of the Owners." Reserve 10 is owned by the POA, but the parties disagree as to whether it is owned "for the common use and enjoyment of the Owners."
As both parties note, "common" is defined as "belonging to or shared by two or more individuals or things or by all members of a group." Common, Merriam-Webster's Collegiate Dictionary (11th ed. 2014). The Homeowners argue that Reserve 10 is for owners' common use and enjoyment because it meets the definition of being shared "by two or more individuals." On the other hand, the POA argues that Reserve 10 is not for owners' common use and enjoyment because it fails to meet the definition of being shared "by all members of a group."
We find it difficult to harmonize the meaning of "common" urged by the Homeowners with other provisions of the Declaration. Section 5.04 of the Declaration states that "Every Owner shall have a beneficial interest of use and enjoyment in and to the Common Areas . . . ." Section 1.18 of the Declaration provides that "[a]ll owners of Tracts within any Section of Mountain Lakes may use [Restricted Reserve 2 and Restricted Reserve 7, i.e., Beacon Lake and Angler's Cove] as a Common Area . . . ." In contrast, "Only owners of Tracts adjacent to Reserve 10 . . . and the drainage easement area adjacent to Reserve 10 . . . have access to said Reserve."
Of the 1,284 tracts originally platted in the Mountain Lakes subdivision, only twenty-four were adjacent to Reserve 10. Thus, under the Declaration, the vast majority of owners are excluded from Reserve 10. The many owners who are expressly denied access to Reserve 10 cannot be said to have a beneficial interest of use and enjoyment in it. Additionally, section 2.06 explains that "areas designated as Restricted Reserves on the Plat are Common Areas to be used by all Owners in any Section of Mountain Lakes Subdivision . . . ." The plat reflects that Reserve 10 is not designated as a "restricted reserve," but as "Reserve #10." The Declaration uses the terms "restricted reserve" when referring to Restricted Reserve 2 and Restricted Reserve 7, i.e., Beacon Lake and Angler's Cove.
Evidence in the record indicates that some lots have been consolidated.
Finally, the Declaration makes clear that the POA's mere ownership of property does not compel the conclusion that such property is a "Common Area." Section 8.10 provides that the POA may adopt rules and regulations concerning "the use and enjoyment of the Common Areas, and the use of any other property, facilities or improvements owned or operated by the Association." Similarly, the POA's decision to perform maintenance and repairs on property that it owns does not dictate a decision that the property must be a Common Area.
Reading the Declaration as a whole, we conclude that Reserve 10 is not a Common Area. Therefore, the POA did not breach a duty to the Homeowners arising under the Declaration to maintain or repair Reserve 10.
Moreover, even if we considered Reserve 10 to be a Common Area, we agree with the POA that it has not breached a duty under the Declaration to "maintain and repair" the property. In order to determine whether the POA breached this obligation, it is necessary to ascertain the nature of the obligation, that is, what the POA must do to satisfy the duty. Because the parties did not define "maintain" or "repair" in the Declaration, we give the terms their plain, ordinary, and generally accepted meanings. See Heritage Res., Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996). "Maintain" means "to keep in existence or continuance; preserve; retain." Owasso Indep. Sch. Dist. No. I-011 v. Falvo, 534 U.S. 426, 433, 122 S.Ct. 934, 151 L.Ed.2d 896 (2002). It is further defined as "to keep in an existing state (as of repair, efficiency, or validity): preserve from failure or decline." Maintain, Merriam-Webster's Collegiate Dictionary (11th ed. 2014) (parenthesis in original). Thus, maintenance contemplates routine action to keep something operational or in a specified state. Meanwhile, "repair" is defined as "to restore by replacing a part or putting together what is torn or broken." Repair, Merriam-Webster's Collegiate Dictionary (11th ed. 2014).
Here, the Homeowners' complaint is that Reserve 10 does not hold a certain water level year-round. The Homeowners assert that, because the POA has not taken steps to make Reserve 10 fill to and consistently hold a greater amount of water, the POA has breached its duty to maintain and repair the property. Thus, the complaint is not that the POA has failed to preserve the reservoir's original condition or failed to mend damage to the reservoir. Rather, it is a complaint that the POA has failed to cause Reserve 10 to do something it has not done before, i.e., consistently maintain a certain water level. Such an alteration is more in the nature of an improvement or enhancement than maintenance or repair, as it contemplates a change in or addition to the property. See, e.g., Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 343 (Tex. 2011) (holding that "the responsibility to repair does not properly include the responsibility to completely re-work a system that was structurally defective."). The Declaration does not impose upon the POA a duty to improve or enhance the property, nor does it obligate the POA to maintain a specific water level in Reserve 10.
The POA's contractual right to improve or enhance its property is not inconsistent with this conclusion.
Because the POA did not breach a duty to the Homeowners arising under the Declaration to maintain or repair Reserve 10, we conclude that the trial court properly granted summary judgment to the POA as to the Homeowners' claim for breach of the Declaration.
Breach of Settlement
We next consider whether the POA breached a duty to the Homeowners arising under section 2.07 of the Settlement. That section of the Settlement provides that the POA "shall assume and pay for all remedial work to be done on the three (3) small ponds located in Mountain Lakes, Phase 4-2 and in return Bluegreen Southwest One, L.P. shall deed to the POA . . . twenty (20) lots . . . ." The Homeowners assert that this provision obligated the POA to undertake and pay for all the remedial work necessary to fix Reserve 10 and that the POA failed to perform this obligation. The Homeowners contend that they are third-party beneficiaries to the Settlement and thus entitled to sue the POA for breach.
There is a strong presumption that noncontracting parties do not have the right to assert breach of contract claims. Basic Capital Mgmt., Inc. v. Dynex Com., Inc., 348 S.W.3d 894, 899-900 (Tex. 2011). "A third party may only enforce a contract when the contracting parties themselves intend to secure some benefit for the third party and entered into the contract directly for the third party's benefit." S. Tex. Water Auth. v. Lomas, 223 S.W.3d 304, 306 (Tex. 2007) (per curiam). It is not enough that the third party benefits, directly or indirectly, from the parties' performance, or that the parties knew that the third party would benefit. Sharyland Water Supply Corp. v. City of Alton, 354 S.W.3d 407, 421 (Tex. 2011). The intent to confer a direct benefit on the third party "must be clearly and fully spelled out or enforcement by the third party must be denied." Lomas, 223 S.W.3d at 306 (citation omitted). In deciding whether a third party may enforce a contract between other parties, it is the contracting parties' intent that controls. Id.
Here, there is no indication that Bluegreen and the POA intended to confer a direct benefit on the Homeowners. The Settlement includes a section identifying the people and entities it is intended to benefit and by whom it may be enforced. Individual POA members, such as the Homeowners, are not included. In the absence of "clearly and fully spelled out" intent to confer a direct benefit on the Homeowners, we conclude that the Homeowners lack standing to enforce the provisions of the Settlement.
Homeowners also argue the Settlement confers third-party beneficiary status upon them because "[t]he inclusion of a non-party in a waiver or release clause indicates the parties' intent to confer a direct benefit on the non-party" (quoting Grayson v. Grayson Armature Large Motor Div., Inc., No. 14-09-00748-CV, 2010 Tex.App. LEXIS 4465, at *11 (Tex. App.-Houston [14th Dist.] June 15, 2010, pet. denied) (mem. op.); see also Pratt-Shaw v. Pilgrim's Pride Corp., 122 S.W.3d 825, 830-31 (Tex. App.-Dallas 2003, pet. denied). Unlike the parties in Grayson and Pratt-Shaw, however, the Homeowners are alleged to be releasing claims via the Settlement rather than benefiting from receiving a release of liability.
Moreover, even if the Homeowners were third-party beneficiaries entitled to enforce the Settlement against the POA, the Homeowners' claim for breach of the Settlement would fail. In support of their claim that the POA breached a duty under the Settlement, the Homeowners argue that the funds allocated to work on Reserve 10 were insufficient to comply with the POA's obligation under the Settlement and that the POA "refused to even undertake modest repair efforts." They contend that, because the parties submitted competing evidence on the extent to which Reserve 10 can hold water and what potential repairs are "reasonably required," summary judgment is improper. However, when the terms of the contract are clear and unambiguous, and the facts concerning breach or performance are undisputed or conclusively established, the trial court decides, as a matter of law, whether the facts show performance or breach. Meek, 919 S.W.2d at 808.
As before, the Homeowners' complaint is premised on the fluctuating water level of Reserve 10. They do not dispute that the POA allocated funds for the improvement of Reserve 10, nor do they dispute that such work was performed. They find fault with the POA because the work done did not result in Reserve 10 maintaining a water level Homeowners deem adequate.
In construing a written contract, our primary concern is to ascertain the true intentions of the parties as expressed in the instrument. Seagull Energy E&P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342, 345 (Tex. 2006). In the absence of fraud or mistake, the writing alone will be deemed to express the intention of the parties, and courts will enforce an unambiguous instrument as written. Cherokee Water Co. v. Forderhause, 641 S.W.2d 522, 524 (Tex. 1982).
The plain language of section 2.07 of the Settlement contains no express directive that the POA meet the standard urged by the Homeowners. While the Settlement provides that the POA is financially responsible for work done to Reserve 10, it does not require the POA to perform particular work or attain a specific outcome. The agreement reflects no intent to deprive the POA of its discretion to determine what remedial work was required. Had the parties to the Settlement intended to mandate a specific course of action or a certain result, they could have done so. For example, the provision of the Settlement addressing work to be completed on Angler's Cove expressly provided that the POA and Bluegreen "shall be bound by the recommendations of Freese & Nichols concerning remedial work, if any, needed at Angler's Cove" pursuant to a letter from a professional engineer.
The requirement that the POA "assume and pay for all remedial work to be done" does not indicate that the POA took on the obligation to perform whatever renovations were necessary to ensure that Reserve 10 maintained a certain water level year in and year out. In the absence of such language, we conclude that the Settlement did not impose on the POA a duty to improve Reserve 10 as requested by Homeowners. See, e.g., Universal Health Servs., Inc. v. Renaissance Women's Grp., P.A., 121 S.W.3d 742, 747 (Tex. 2003) (generally, courts look only to written contract to discern obligations of contracting parties).
Because the POA did not breach a duty to the Homeowners arising under the Settlement, we conclude that the trial court properly granted summary judgment to the POA as to the Homeowners' claim for breach of the Settlement.
The POA also argues that the Homeowners' breach of contract claims must fail because the Homeowners have not rebutted the statutory presumption that the POA's decisions regarding whether and how to allocate funds are presumed reasonable, citing as authority section 202.004 of the Texas Property Code. Because we have concluded that the undisputed facts do not establish any breach by the POA, we need not determine whether section 202.004 applies as urged by the POA. See Tex. R. App. P. 47.1.
Breach of Fiduciary Duty
We turn next to the Homeowners' assertion that the trial court erred in granting summary judgment on their breach of fiduciary duty claim. The first element a plaintiff must establish to prevail on a claim for breach of fiduciary duty is the existence of a fiduciary relationship between the plaintiff and the defendant. Severs v. Mira Vista Homeowners Ass'n, Inc., 559 S.W.3d 684, 703 (Tex. App.-Fort Worth 2018, pet. denied). But "while a fiduciary or confidential relationship may arise from the circumstances of a particular case, to impose such a relationship in a business transaction, the relationship must exist prior to, and apart from, the agreement made the basis of the suit." Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171, 177 (Tex. 1997). Subjective trust does not transform an arm's-length transaction into a fiduciary relationship. Id. In this case, Homeowners point to the Declaration to establish the nature of the parties' relationship. Homeowners have not shown any evidence indicating that a confidential relationship existed prior to, and apart from, that agreement. Accordingly, we conclude that the trial court did not err in granting summary judgment on Homeowners' claim for breach of fiduciary duty.
Negligence
Homeowners further maintain that the trial court erred in granting summary judgment on their negligence claim. In determining whether a plaintiff may recover on a tort theory, we consider both the source of the duty and the nature of the remedy. Formosa Plastics Corp. USA v. Presidio Eng'rs & Contractors, Inc., 960 S.W.2d 41, 45 (Tex. 1998). As set forth above, Homeowners have alleged that the POA's failure to improve Reserve 10 constitutes a breach of the Declaration and the Settlement. The source of the duty the POA is alleged to have breached is the contract. Nonfeasance under a contract creates liability only for breach of contract. Crawford v. Ace Sign, Inc., 917 S.W.2d 12, 13 (Tex. 1996) (per curiam). Because the POA's alleged failures arise from its contractual duties, any breach of those duties sounds only in contract law. Thus, the trial court properly granted summary judgment on Homeowners' negligence claim.
In their brief, Homeowners also aver that the POA "negligently performed [its] obligation" to repair Reserve 10 by only partially repairing it when it made dam repairs in 2017. However, this claim does not correspond to the allegations in Homeowners' petition.
Promissory Estoppel
Homeowners do not address their claim of promissory estoppel in their brief. Thus, Homeowners waived any error with regard to the summary judgment granted by the trial court as to this claim. See San Jacinto River Auth. v. Duke, 783 S.W.2d 209, 209-10 (Tex. 1990) (per curiam) (stating it is a "well-established rule that grounds of error not asserted by points of error or argument in the court of appeals are waived"). In any event, there is no evidence that Homeowners reasonably and substantially relied on a promise to their detriment. See BLM of Brownwood, Inc. v. Mid-Tex Cellular, Ltd., No. 11-11-00311-CV, 2014 Tex.App. LEXIS 3467, at *12 (Tex. App.-Eastland Mar. 31, 2014, no pet.) (mem. op.) (setting forth elements of promissory estoppel). Therefore, we affirm summary judgment on Homeowners' estoppel claim.
Request for Declaratory Relief
Homeowners assert that they were entitled to declaratory relief under the Uniform Declaratory Judgments Act on the meaning of the Settlement and Declaration. In the trial court, Homeowners sought a declaratory judgment "that [the POA] be found to hold, exclusively, an affirmative duty to repair the defect-ridden Reserve 10 Lake." The POA responds that Homeowners did not establish the POA owed the duty alleged and that the Homeowners have not presented a justiciable controversy for which declaratory relief is warranted.
"A declaratory judgment is appropriate only if a justiciable controversy exists as to the rights and status of the parties that will be resolved by the declaration sought." Bonham State Bank v. Beadle, 907 S.W.2d 465, 467 (Tex. 1995). A declaration will not resolve the rights and statuses of the parties if, in the same action, a different, enforceable legal remedy is sought on an identical basis, i.e., if the declaration adds nothing to what would be gained in a final judgment on the other enforceable remedy, the declaration serves no purpose and therefore presents no justiciable controversy. See Universal Printing Co., Inc. v. Premier Victorian Homes, Inc., 73 S.W.3d 283, 296 (Tex. App.- Houston [1st Dist.] 2001, pet. denied).
Here, the Homeowners' request for a declaration that the POA has a duty to repair Reserve 10 is essentially the same relief they sought under their breach of contract claims. Once they pleaded breach of contract, Homeowners had no need for declaratory relief. See Kenneth Leventhal & Co. v. Reeves, 978 S.W.2d 253, 258-59 (Tex. App.- Houston [14th Dist.] 1998, no pet.) (majority opinion) (holding where plaintiff requested same relief in breach of contract claim and request for declaratory relief, pleading for declaratory relief will not lie). Because the allegations underlying the Homeowners' declaratory judgment action are part and parcel to its breach of contract claims against the POA, declaratory relief was not appropriate. The trial court did not err in granting summary judgment to the POA on this claim.
Request for Specific Performance
Finally, Homeowners argue that they were entitled to specific performance to remedy the POA's breach of contract. In their petition, Homeowners sought an order to "require that the [POA] specifically perform any and all of its duties, pursuant to the terms of its Declaration for the upkeep, maintenance, and repair of Reserve #10."
Specific performance is an equitable remedy that may be awarded upon a showing of breach of contract. See DiGiuseppe v. Lawler, 269 S.W.3d 588, 593 (Tex. 2008). "The purpose of specific performance is to compel a party who is violating a duty under a valid contract to comply with his obligations." S. Plains Switching, Ltd. Co. v. BNSF Ry. Co., 255 S.W.3d 690, 703 (Tex. App.-Amarillo 2008, pet. denied). As set forth above, we have determined that the Homeowners have not established any breach of contract by the POA. In the absence of a breach, Homeowners are not entitled to specific performance. See URI, Inc. v. Kleberg Cnty., 543 S.W.3d 755, 772 (Tex. 2018). Therefore, the trial court did not err in declining to order specific performance.
Having overruled all of the Homeowners' arguments, we affirm the trial court's orders granting summary judgment to the POA.
Analysis of Cross-Appeal from Denial of Attorney's Fees
After the trial court granted summary judgment, the parties agreed to submit their requests for attorney's fees to the trial court. Both parties sought attorney's fees under section 37.009 of the Texas Civil Practice and Remedies Code. The trial court signed an order denying both the Homeowners' and the POA's applications for attorney's fees. In the cross-appeal filed by the POA, to which we now turn, the POA challenges the trial court's denial of its application for attorney's fees and costs. The POA requests that, in the event this Court affirms summary judgment, we should remand the case to the trial court for "consideration and reconsideration of [the POA's] renewed and supplemental applications for attorney's fees and costs . . . ."
The Declaratory Judgments Act provides that, "[i]n any proceeding under this chapter, the court may award costs and reasonable and necessary attorney's fees as are equitable and just." Tex. Civ. Prac. & Rem. Code Ann. § 37.009. The Act does not, however, require an award of attorney's fees to the prevailing party. Bocquet v. Herring, 972 S.W.2d 19, 20 (Tex. 1998). Instead, it provides that the trial court "may" award attorney's fees, giving the trial court discretion in deciding whether to award the recovery of attorney's fees. Id. "In the exercise of its discretion, the trial court may award attorney's fees to the prevailing party, may decline to award attorney's fees to either party, or may award attorney's fees to the nonprevailing party." Montfort v. Trek Res., Inc., 198 S.W.3d 344, 358 (Tex. App.-Eastland 2006, no pet.). Where matters of judicial discretion are involved, a trial court abuses its discretion when it acts without reference to any guiding rules or principles. Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238, 241-42 (Tex. 1985).
On appeal, the POA argues that the Homeowners' requests for declaratory relief were meritless, that it would be equitable and just to award it attorney's fees, and that it established that the fees requested were reasonable and necessary. The POA further contends that the trial court abused its discretion by failing to grant the POA's application for attorney's fees.
Although it is the prevailing party in the declaratory judgment action, the POA is not entitled to attorney's fees simply as a matter of law; "entitlement depends upon what is equitable and just, and the trial court's power is discretionary in that respect." Marion v. Davis, 106 S.W.3d 860, 868 (Tex. App.-Dallas 2003, pet. denied). The POA has not directed us to any action by the trial court constituting an abuse of discretion. Our review of the record discloses no basis for concluding the trial court abused its discretion. In the absence of a showing of a clear abuse of discretion, we will not disturb the trial court's decision. Moreover, because we find no basis to disturb the trial court's decision, we decline to remand the issue of attorney's fees for reconsideration as requested by the POA. Therefore, we overrule the issue presented by the POA's cross-appeal.
Conclusion
For the reasons set forth above, we affirm the district court's judgment in all respects.