TX STATETexas Court of Appeals, 1st District (Houston)
1999

Flameout Design & Fabrication, Inc. v. Pennzoil Caspian Corp.

994 S.W.2d 830Texas Court of Appeals, 1st District (Houston) • Decided 1999Enforced
FLAGSHIPChange OrderCited 448 times

HOLDING

Flameout, a parts supplier, sued Pennzoil Caspian for breach of contract over a three-year parts supply deal. The court ruled against Flameout because the company failed to prove there was a signed written contract meeting legal requirements. The court found that three separate documents (a memo, letter of intent, and quotation) together did not constitute one enforceable three-year agreement. This case shows that subcontractors must have a single, clearly signed written contract—not scattered documents—to enforce long-term deals.

KEY FINDINGS

Change Order

Get one signed written contract for any deal lasting more than one year. Multiple documents (memos, letters of intent, quotes) won't protect you if they don't clearly show agreement on all key terms.

FULL COURT OPINION