Texas Business Court Decision – November 8, 2025
No. 24-BC11A-002 City Choice Group, LLC v. TMC Grand Blvd Land Company, LLC, et al. (11th Div., Judge Adrogue’) 24-bc11a-0002-city-choice-group-v-tmc-grand-blvd-land-co-2025-tex-bus-45.pdf
Contracts. This written opinion is issued under Texas Rule of Civil Procedure 360(a)(1), and reflects actions taken June 6 and November 8, 2025 on TMC’s motions.
Background: In May 2024 TMC agreed to sell 20.38 acres of land located in the Houston Medical Center to City Choice for $22.5 million; in June, issues arose concerning asbestos and water detention, and City Choice sought a $500,000 price reduction; TMC sent City Choice a proposed amendment to the parties’ purchase agreement that would extend City Choice’s inspection period and give TMC the right to terminate the agreement if TMC’s board did not approve the requested price reduction; City Choice countered with a further amendment to the agreement, but the purchase agreement expired without either amendment being accepted, and TMS treated the agreement as terminated and refused to close the sale. City Choice then brought this action for specific performance of the purchase agreement; TMS filed a third-party petition against City Select Title for money had and received surrounding City Select Title’s possession of $100,000 City Choice paid as “independent consideration” as part of its earnest money at the time the deal was signed. After suit was filed, TMC filed a motion seeking declarations from the Court that City Choice had terminated the purchase agreement; the court granted the motion; in a second motion, TMC sought immediate handover of the $100,000 independent consideration pursuant to its claim for money had and received; the Court denied this motion. This order provides the reasoning for these two rulings.
Held: (1) Under the purchase agreement, City Choice had a unilateral right to terminate the agreement for any or no reason;
(2) City Choice did not accept TMC’s proposed amendment to the agreement which would have extended the inspection period and given the parties time to negotiate the price reduction City Choice sought;
(3) Instead, City Choice countered by email and told TMC if it failed to accept the counteroffer before the deal’s deadline, the email would serve as notice of termination; when the parties failed to reach agreement, City Choice’s termination became effective;
(4) City Choice’s tender of its termination notice was not the exercise or acceptance of an option, and the notice was not subject to the “strict compliance” standard applied to the exercise or acceptance of options; instead, the proper standard for evaluating the termination notice is substantial compliance with the provisions of the agreement;
(5) City Choice substantially complied with the notice provisions contained in the purchase agreement when it exercised its right to terminate the agreement; its deviations from the contractual notice conditions did not severely impair the purpose underlying those conditions and caused no prejudice;
(6) Regardless of whether City Choice substantially complied with the notice provisions in the agreement, City Choice is estopped from obtaining specific performance of a contract it purported to terminate;
(7) With respect to the Second Motion regarding turnover the $100,000 independent consideration paid as part of the earnest money and which TMC was permitted to retain if the deal fell through, in order to obtain the extraordinary remedy of seizure of a debt prior to the issuance of a judgment, a creditor must meet the statutory requirements for a writ of attachment – see TEX. CIV. PRAC. & REM Code Secs. 61.001-61.005; here, TMC has not complied with the statutory requirements for a writ of attachment and is not entitled to pre-judgment seizure of City Select Title’s debt; its motion is denied.