Borusan Mannesmann Pipe US, Inc. v. Hunting Energy Services, LLC, 24-0183, June 27, 2025.
On appeal from Court of Appeals for the Fourteenth District of Texas
Synopsis
The Supreme Court of Texas reversed the court of appeals and remanded for consideration of the merits of Borusan’s indemnity argument, concluding the court of appeals erred by refusing to consider the argument as forfeited based on its assessment of briefing. The high court instructed the court of appeals to reach the merits rather than dispose of the appeal by summary forfeiture.
Relevance to Family Law
Although arising from a commercial indemnity dispute, the decision has direct application to family-law practice. It reinforces that appellate courts should not summarily dismiss issues on an adequacy theory without giving proper consideration to whether the record and briefing allow merits review. That principle affects appeals from divorce and custody rulings where declaratory judgments, attorney’s-fee awards, and contract interpretation (e.g., prenups, buy-sell agreements, business valuations and indemnities affecting community property) are contested. Practitioners must preserve and brief issues with adequate legal analysis and appropriately framed findings-of-fact and conclusions-of-law to avoid forfeiture — and, conversely, appellate courts must not shortcut review when the party has pursued review in the Supreme Court.
Case Summary
Fact Summary
Borusan manufactured steel pipes and contracted Hunting to swage and thread them. After delivery to a third-party distributor, defective pipes caused substantial third-party damages. The relationship between Borusan and Hunting was governed by competing commercial documents: Borusan’s purchase orders (with indemnity language favoring Borusan) and Hunting’s invoices (claiming Hunting’s terms applied). The trial court’s final judgment declared that the purchase orders and invoices were “valid and enforceable contracts” and awarded a declaratory judgment that Borusan must indemnify Hunting (plus attorney’s fees to Hunting). The separate findings of fact and conclusions of law, however, did not explicitly include a finding that Hunting’s invoices to Borusan were valid and enforceable. On appeal the court of appeals deemed Borusan’s challenge to the indemnity ruling forfeited for inadequate briefing and refused to reach the merits. The Texas Supreme Court granted review on that forfeiture determination.
Issues Decided
The Supreme Court decided whether the court of appeals properly declined to consider Borusan’s indemnity argument on the ground that Borusan had forfeited the issue by inadequate briefing — i.e., whether the appellate court’s summary refusal to consider the argument was appropriate where the trial court’s judgment recited a contract-validity determination that the appellate record and findings did not uniformly reflect.
Rules Applied
The Court analyzed appellate preservation and briefing norms under Texas law, invoking Texas Rule of Appellate Procedure 38.1(i) (briefing requirements) and the Texas Rules of Civil Procedure governing findings and conclusions (Rules 296, 297, 299a). The opinion also invokes the distinction between forfeiture and waiver (citing Bertucci v. Watkins and the federal Olano standard) to frame the procedural analysis. The Court’s approach emphasizes well-established limits on appellate courts’ discretion to dismiss arguments for inadequate briefing absent a proper assessment of whether the issue can and should be reached on the record.
Application
The Court framed the dispute principally as procedural: the court of appeals characterized the trial court’s contract-validity language as a “finding of fact” but then refused to evaluate Borusan’s challenge because it concluded Borusan’s brief offered no authority or analysis demonstrating that Hunting’s invoices were not enforceable contracts. The Supreme Court reversed that disposition. It accepted, for purposes of decision, the parties’ and court of appeals’ characterization that Borusan bore the burden to challenge that supposed finding, but nevertheless concluded the court of appeals erred by declining to reach the merits. The high court’s remand requires the court of appeals to undertake the proper appellate examination of whether Borusan’s briefing and the appellate record permit consideration of its indemnity challenge — and, if so, to adjudicate the legal merits rather than dispose of the appeal on a forfeiture ground without adequate analysis.
Holding
The Supreme Court reversed the court of appeals’ forfeiture-based dismissal and remanded for consideration of the merits of Borusan’s indemnity argument. The Court held that the court of appeals improperly refused to reach the substance of Borusan’s claim that the invoices were not valid or enforceable contracts. By remanding, the Supreme Court directs that the appellate court determine, on the record and under applicable rules (including the standards for findings and conclusions), whether Borusan’s challenge is preserved and, if preserved, whether it succeeds on the merits.
Practical Application
For family-law litigators, this opinion provides concrete procedural and tactical lessons:
- When contesting interlocutory or final rulings that include declaratory relief or contractual determinations affecting the marital estate, ensure the judgment and separate findings of fact and conclusions of law consistently reflect the trial court’s legal determinations. An internal inconsistency between judgment text and separately requested findings invites appellate confusion and potential forfeiture disputes.
- Preserve issues through timely and specific trial-court objections, motions for additional or amended findings, and motions for new trial where necessary. If a judgment recites a determinative legal conclusion that was omitted from separate findings, move under the Rules of Civil Procedure to reconcile the record before appeal.
- On appeal, do not rely on the hope that an appellate court will perform independent research; provide a focused legal analysis with authority, explain why the record supports the point, and cite the governing standards for appellate review of findings, including Rule 299a conflicts between judgments and separately signed findings.
- When attorney’s fees, declaratory judgments, or contractual allocations of liability are at issue in family disputes (e.g., allocation of business liabilities, indemnities that affect community property exposure), brief both the substantive contract law and the procedural bases for preserving appellate review of such determinations.
Checklists
Preserve Your Issues for Appeal
- Identify every dispositive legal determination in the judgment (including contract validity, fee awards, declaratory relief).
- File Requests for Findings of Fact and Conclusions of Law under Rule 296 immediately if the judgment is rendered without them.
- If findings are inconsistent with the judgment, file a timely motion for clarified or amended findings under Rule 297 and, if necessary, motion for new trial.
Drafting Judgments and Findings
- Ensure the judgment’s operative language matches the separately filed findings and conclusions; avoid inserting new “findings” into the judgment that were not requested or litigated.
- When a legal conclusion is pivotal, request that it be reflected both in the judgment and in separately signed conclusions of law to reduce ambiguity on appeal.
- If the trial court recites a factual determination in the judgment in violation of Rule 299a, lodge a record objection and preserve argument about which set of findings controls.
Appellate Briefing Best Practices
- Meet TRAP 38.1(i) head-on: provide a clear, concise argument with citation to controlling authority and to the record.
- Frame appellate questions to mirror the trial-court findings and the record, and explain why the evidence does or does not support the contested finding.
- If opposing a forfeiture argument by the other side, explain why the briefing is adequate under applicable standards and, if necessary, cite authority showing appellate courts should reach meritorious issues.
Handling Fee Awards and Declaratory Relief in Family Cases
- When attorney’s fees are awarded post-judgment, secure findings that explain the entitlement and amount; brief entitlement and reasonableness separately on appeal.
- For declaratory relief affecting asset allocation, ensure findings address both the contractual and equitable elements that inform community-property division.
Citation
Borusan Mannesmann Pipe US, Inc. v. Hunting Energy Services, LLC, No. 24-0183, Supreme Court of Texas (June 27, 2025).
Full Opinion
[Full opinion (Supreme Court of Texas): http://docs.texasappellate.com/scotx/op/24-0183/2025-06-27.pc.pdf]
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