TX STATECourt of Appeals of Texas
1993

HECI Exploration Co. v. Clajon Gas Co.

843 S.W.2d 622Court of Appeals of Texas • Decided 1993Remanded

HOLDING

HECI sued Clajon Gas for breach of a take-or-pay contract where Clajon agreed to buy minimum gas volumes or pay for the shortfall. Clajon argued it didn't owe payment because HECI didn't request it at the exact end of each accounting period. The Texas court ruled that Clajon must pay within 30 days of receiving any payment request with supporting documentation—timing doesn't have to be perfect. This matters to subcontractors because it shows courts won't let buyers escape payment obligations on technicalities about when invoices are submitted.

KEY FINDINGS

Pay-If-Paid

Don't let clients claim they don't owe you because you submitted an invoice late or at an unexpected time. Courts require payment within a reasonable period (here, 30 days) of a proper request with documentation.

Force Majeure

Always include supporting data with your payment requests—invoices, timesheets, receipts, or proof of work. This documentation is what triggers the payment obligation, not the timing of your request.

Change Order

If a contract says you must request payment by a certain date, that deadline may not be a hard condition to payment. Courts look at whether the other party actually received proper notice and documentation.

FULL COURT OPINION