Jamie Cruse Vrinios v. Mary Kay, Inc.

Affirmed and Opinion Filed August 23, 2024

S In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-23-00001-CV

JAMIE CRUSE VRINIOS, Appellant
V.
MARY KAY, INC., Appellee

On Appeal from the 116th Judicial District Court
Dallas County, Texas
Trial Court Cause No. DC-18-05560

MEMORANDUM OPINION
Before Justices Partida-Kipness, Pedersen, III, and Garcia
Opinion by Justice Pedersen, III
In this case involving breach of contract, appellant complains the evidence is

legally and factually insufficient to support the jury’s answers to questions

concerning waiver and materiality of breach. We affirm the trial court’s judgment.

Background

Appellant Jamie Cruse Vrinios began her relationship with appellee Mary

Kay, Inc. as an independent beauty consultant. She eventually became a national

sales director (NSD) in appellee’s organization and signed an independent national

sales director agreement (the NSD agreement). The NSD agreement imposed certain
“responsibilities” on appellant for a period of two years after its termination. The

NSD agreement was amended September 1, 2012.1 The amendment required

appellant, upon termination of her NSD agreement, to immediately delete or destroy

all personal information in her possession that she had received from appellee

regarding appellee’s beauty consultants and sales directors.

Additionally, appellant signed a family security program agreement (the FSP

agreement) that became effective December 1, 2002. The FSP agreement provided

that appellee would pay appellant monthly payments upon appellant’s retirement. It

imposed continuing obligations on appellant “for so long as [appellant] is entitled to

receive benefits under the Plan.”

In September 2017, appellee informed appellant that she had violated her

agreements and that it intended to terminate her NSD agreement on or before

December 31, 2017. Appellee notified appellant,

It is important that you immediately cease and desist from engaging in any
and all activities that would constitute a breach of your agreements with
the Company. These activities include, but are not limited to, the
following:
 misusing Mary Kay independent sales force members’ personal
information in violation of data privacy obligations;
 promoting your Magnificent Warrior and Crazy Like Foxes books
(or any other materials not licensed through the Creative Works
Program) to the Mary Kay independent sales force;
 promoting your daughter’s Kinbe business to the Mary Kay
independent sales force;

1
We collectively refer to the NSD agreement and its September 1, 2012 amendment as “the NSD
agreement.”
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 promoting Sarasota IV Lounge or any other treatment providers to
the independent sales force;
 promoting the Jesus Alliance to the Mary Kay independent sales
force and/or soliciting funds from the independent sales force for the
Jesus Alliance;
 soliciting funds from the Mary Kay independent sales force for your
personal expenses;
 inviting third parties to attend events with Mary Kay independent
sales force in attendance and to solicit or promote third party
products or services to the independent sales force at these events;
 misusing personal information of Mary Kay independent sales force
members to invite them to non-Mary Kay related events;
 charging Mary Kay independent sales force members an excessive
fee to participate in a Mary Kay educational or motivational event
organized or led by you;
 misrepresenting the Mary Kay opportunity;
 pressuring Independent Beauty Consultants to purchase large
amounts of inventory;
 using intimidation tactics to harass or intimidate members of the
Mary Kay independent sales force;
 use of Mary Kay’s trademarks/trade name in the promotion of
another business, organization, or in any manner not expressly
permitted by the Company;
 disparaging Mary Kay Inc., Mary Kay Inc. employees and/or
members of the Mary Kay independent sales force;
 engaging in business activities that are likely to damage Mary Kay’s
reputation and goodwill.
Appellant requested to be allowed to step down as NSD effective January 1,

2018, and to become eligible to receive FSP payments thereafter. Appellee agreed—

if appellant complied with conditions memorialized in an amended NSD agreement.

The amended NSD agreement reaffirmed “continuing obligations” from the NSD

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agreement and the FSP agreement. Section 5 of the amended NSD agreement

provided in part,

NSD [appellant] acknowledges and agrees that NSD’s ability to
become eligible to receive payments under the Family Security
Program is dependent and contingent upon NSD’s compliance with her
obligations under the terms of this Amendment as well as the
continuing obligations set forth in the NSD Agreement and Family
Security Program Agreement as described herein. A breach of these
material provisions will result in NSD forfeiting any right to payments
under the Family Security Program[.]

On December 31, 2017, appellant stepped down from her position as an NSD

in accordance with the amended NSD agreement. Appellee made initial FSP

payments to appellant. On April 16, 2018, appellant sent an email to 6,642 persons,

most of whom were affiliated with appellee.2 On April 30, 2018, appellee delivered

2
The email in part stated,

Our third Health & Wellness podcast will be April 23rd at 12 PM EST, You won’t [sic] want to
miss this continuing series on increasing your health awareness. Our second Health & Wellness
podcast discussed chronic Illnesses like: fibromyalgla, auto-immune disorders, multiple sclerosis,
arthritis, and so much more. John Monhollon, M.D. of the Florida Integrated Medical Center in
Sarasota shared with us how living a healthier lifestyle and making smart choices can directly
impact these diseases. This podcast has been posted to Jamie’s website www.jamievrinios.com.
We hope you enjoyed it!

As we look forward to our next Health & Wellness podcast discussing Living an Optimal Lifestyle,
we invite you to re-listen to our first two life saving podcast [sic] and share it with your friends and
family!

Also, if you have specific needs and are interested in a one on one phone consultation with Dr.
Monhollon, please email Jamie at JamieCVrinlos@aol.com. We will get you on his schedule
promptly. Referrals from our podcast participants and seminar attendees will receive a discount
and a series of B12 shots. When making your appointment through Jamie; [sic] provide the code
7777 and let them know you are a participant in the Health & Wellness podcast with Jamie Vrinios
and Dr. Monhollon.

* * *

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a letter to appellant. The letter stated appellant had breached her NSD agreement,

FSP agreement, and amended NSD agreement by sending the April 16, 2018 mass

email to appellee’s sales force. It referred to the amended NSD agreement’s

forfeiture clause. The letter stated appellant’s participation in the FSP was “hereby

terminated” and that appellee would no longer make FSP payments to appellant.

Subsequently, appellee filed this lawsuit. Appellee alleged appellant’s

sending the April 16, 2018 email violated her agreements (a) not to promote,

distribute, or sell to other members of [appellee’s] sales organization, (b) not to

engage in recruiting [appellee’s] beauty consultants, sales directors, or national sales

directors, and (c) not to use any names, mailing lists, or other information that she

obtained during her association with [appellee]. Appellee sought damages and

injunctive relief. Appellant answered and filed a counterclaim. She asserted appellee

breached the FSP agreement by failing to make FSP payments to her. She sought

monetary and injunctive relief. Appellee in part answered that its nonperformance

of the FSP agreement was excused due to appellant’s waiver and prior material

breach.

A jury heard the case. In its answer to jury question 1, the jury found appellant

failed to comply with the NSD agreement by failing to delete or destroy all personal

Coming soon! We will be posting on Jamie’s site a link to purchase the supplements mentioned by
Dr. Monhollon in this week’s podcast. Be sure to keep checking the JCV Must Have section of the
website for details.

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information that she received directly or indirectly from appellee regarding

appellee’s independent beauty consultants, independent sales directors, and national

sales directors in her possession. In its answer to jury question 2, the jury found

appellant failed to comply with the FSP agreement by sending the April 16, 2018

mass email to appellee’s sales force. Moreover, the jury found in its answer to jury

question 3 that appellee failed to comply with the FSP agreement by failing to pay

appellant thereunder. However, in its answer to jury question 4, the jury found

appellee’s failure to comply with the FSP agreement was excused due to appellant’s

waiver. In jury question 5, the jury found appellee’s failure to comply with the FSP

agreement was excused by appellant’s previous failure to comply with a material

obligation of the FSP agreement. In answer to jury question 6, the jury found

appellee was not entitled to damages.

The trial court’s judgment provided that both parties take nothing. Appellant

filed a notice of appeal. This appeal followed.

Appellant’s Issues on Appeal

In her first issue on appeal, appellant argues the evidence is legally insufficient

or, in the alternative, factually insufficient to support the jury finding that she waived

appellee’s breach of the FSP agreement. In her second issue, appellant argues, the

evidence is legally or, in the alternative, factually insufficient to support the jury

finding that a prior material breach on her part excused appellee’s breach of the FSP

agreement.

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Standard of Review

When a party attacks the legal sufficiency of an adverse finding on an issue

on which it did not have the burden of proof, it must demonstrate on appeal that no

evidence supports the adverse finding. See Graham Cent. Station, Inc. v. Pena, 442

S.W.3d 261, 263 (Tex. 2014). We will sustain a legal sufficiency challenge if the

evidence offered to prove a vital fact is no more than a scintilla. See id. In evaluating

the legal sufficiency of the evidence to support a finding, we view the evidence in

the light most favorable to the finding, indulging every reasonable inference

supporting it. See City of Keller v. Wilson, 168 S.W.3d 802, 822 (Tex. 2005). We

“must credit favorable evidence if reasonable jurors could, and disregard contrary

evidence unless reasonable jurors could not.” Id. at 827. The “final test for legal

sufficiency” is “whether the evidence at trial would enable reasonable and fair-

minded people to reach the verdict under review.” Id. Proper legal-sufficiency

review prevents reviewing courts from substituting their opinions on credibility for

those of the jurors. See id. at 817–18.

In reviewing the factual sufficiency of the evidence to support a jury finding

for which the party did not have the burden of proof, we consider and weigh all of

the evidence and set aside the verdict only if the evidence that supports the finding

is so weak as to make the verdict clearly wrong and manifestly unjust. See Ins. All.

v. Lake Texoma Highport, LLC, 452 S.W.3d 57, 73 (Tex. App.—Dallas 2014, pet.

denied) (citing Cain v. Bain, 709 S.W.2d 175, 176 (Tex. 1986)). We defer to the

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jury’s implicit determinations of credibility and weight to be given to the evidence.

See Wise v. SR Dallas, LLC, 436 S.W.3d 402, 408 (Tex. App.—Dallas 2014, no pet.)

(citing Golden Eagle Archery, Inc. v. Jackson, 116 S.W.3d 757, 761 (Tex. 2003)).

Waiver

In appellant’s first issue on appeal, she argues, “[A]ppellee was not excused

from complying with its promises under the FSP under a waiver theory.” Appellee

responds that appellant waived any right to FSP payments by acknowledging and

agreeing in the amended NSD agreement that breach of the NSD agreement or the

FSP agreement would result in appellant’s forfeiture of FSP payments and by

subsequently not complying with the agreements. Appellee argues that appellant’s

sending the April 16, 2018 mass email to its sales force was conduct plainly contrary

to the NSD agreement and the FSP agreement.

The Forfeiture Provision Did Not Terminate December 31, 2017

Appellant initially contends the amended NSD agreement and its forfeiture

clause terminated on December 31, 2017, and was not in effect when her April 16,

2018 email was sent. Appellant maintains the amended NSD agreement—with its

forfeiture provision—is a “bridge” agreement intended to allow her to continue

working until she would retire on December 31, 2017 and to subsequently receive

FSP payments.

In response, appellee argues the amended NSD agreement, with its forfeiture

clause, contains no termination date and was in effect when appellant sent the April

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16, 2018 email. It argues that even if the amended NSD agreement was a “bridge”

away from some past obligations, it also contained continuing obligations that did

not terminate on December 17, 2017.

Appellant mainly argues section 5 of the amended NSD agreement terminated

on December 31, 2017, because section 5 contains a sentence that “states the

requirements necessary for [appellant] to ‘become eligible’ for FSP benefits, not to

‘become and remain’ eligible.’” (Emphasis in original.) Appellant argues, “When

parties mean ‘become and remain eligible’ for benefits, they say so in their

agreement.” (Emphasis in original.) She relies on two opinions in support of that

argument. See Medvigy v. Metro. Life Ins. Co., No. H-08-2623, 2010 WL 518774

(S.D. Tex. Feb. 2, 2010); Whitehead v. Lee Enters., No. 4:12CV01302 ERW, 2013

WL 3542686 (E.D. Mo. July 11, 2013). In Medvigy, the district court held that a

divorced spouse seeking insurance benefits did not “remain eligible” to receive

benefits under the terms of insurance. See Medvigy, 2010 WL 518774, at *4 (the

certificate of insurance stated, “You and Your Dependents will only be insured for

the benefits: for which You and Your Dependents become and remain eligible.”). In

Whitehead, the district court held that at the time of his death, plaintiff’s husband

was not covered under a group life insurance plan and that no benefits were payable

to the plaintiff under the plan on his death. See Whitehead, 2013 WL 3542686, at *4

(the plan provided, “You will only be insured for the benefits: for which You become

and remain eligible; . . . and which are in effect.”). Although opinions from federal

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courts may be relied on as persuasive authority, Texas appellate courts are obligated

to follow only higher Texas courts and the United States Supreme Court. See

Builders FirstSource, Inc. v. White, No. 05-22-00724-CV, 2023 WL 2674083, at *2

n.1 (Tex. App.—Dallas Mar. 29, 2023, no pet.) (mem. op.) (citing Penrod Drilling

Corp. v. Williams, 868 S.W.2d 294, 296 (Tex. 1993)). We do not find Medvigy or

Whitehead pertinent here. Those opinions—involving the federal Employee

Retirement Income Security Act and insurance provisions and coverage issues

involving a divorced spouse and a deceased person—are remote from the context,

issues, and contract provisions involved in this lawsuit.

Although appellant’s argument hinges on section 5’s three isolated words—

“to become eligible”—we must construe the amended NSD agreement as a whole.

See Nettye Engler Energy, LP v. BlueStone Nat. Res. II, LLC, 639 S.W.3d 682, 690

(Tex. 2022). When construing contracts, our objective is to ascertain the true

intentions of the parties as expressed in the writing itself, beginning with the

instrument’s express language. See id. at 689. In doing so, we consider the entire

writing and attempt to harmonize the provisions so all are given effect and none is

rendered meaningless. See id. at 690. We afford contract language its plain,

grammatical, and ordinary meaning unless doing so would clearly defeat the parties’

intentions or the instrument shows the parties used the terms in a different or

technical sense. See id.

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Appellant’s argument fails to consider all the terms of the amended NSD

agreement that relate to whether the parties intended its forfeiture provision to

terminate on December 31, 2017. See id.; see also Austin Tr. Co. v. Houren, 664

S.W.3d 35, 42 (Tex. 2023) (“Contract terms cannot be viewed in isolation; each

provision must be considered in the context of the contract as a whole.”). For

example, section 4 of the amended NSD agreement provides, “NSD understands that

she must immediately come into compliance with the terms of her NSD agreement,

as amended herein, and must continue to comply with the terms through December

31, 2017, and longer as discussed in paragraph 5 below.” (Emphasis added.)

Additionally, section 5 of the amended NSD agreement provides that appellant

acknowledges and agrees to comply with obligations “set forth in her [NSD]

Agreement that survive termination of her [NSD] Agreement and the obligations set

forth in the Family Security Program agreement.” (Emphasis added.) The plain,

grammatical, and ordinary meaning of these provisions demonstrate an intent that

appellant’s obligations under the continuing obligations of the NSD agreement and

FSP agreement do not terminate on December 31, 2017, as appellant argues, but

instead continue in effect thereafter. See Nettye Engler Energy, LP, 639 S.W.3d at

690. Moreover, appellant’s argument would render “meaningless” the above-

emphasized terms of section 4 and 5. See id.; see TM Prods., Inc. v. Nichols, 542

S.W.2d 704, 708 (Tex. App.—Dallas 1976, no pet.) (a presumption exists that every

provision of a contract was included for a particular purpose, and courts must

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presume the parties intended every word to have meaning, effect, and purpose unless

it is plainly repugnant to the meaning of the overall contract).

Additionally, the amended NSD refers to the FSP agreement. Accordingly,

we construe the amended NSD agreement and the FSP agreement together to

determine whether the parties expressed an intent that the forfeiture provision of the

amended NSD agreement terminated December 31, 2017. See Gray & Co. Realtors

v. Atl. Hous. Found., Inc., 228 S.W.3d 431, 436 (Tex. App.—Dallas 2007, no pet.)

(instruments pertaining to the same transaction may be read together to ascertain the

parties’ intent). The FSP agreement’s sections 5.1 and 5.2 provide, “The first

payment of a Participant’s monthly . . . retirement benefit shall be made as of the

Participant’s . . . retirement date.”3 Additionally, section 10.2 of the FSP

agreement—addressing “continuing obligations”—states, “Participant agrees to

faithfully observe and comply with the following [continuing] covenants and

agreements for so long as Participant is entitled to receive benefits under the Plan[.]”

(Emphasis added.) Taken together, these FSP provisions express the intent that the

FSP agreement’s continuing obligations were ineffective until December 31, 2017,

when appellant retired, and became effective thereafter. Consequently, it would be

unreasonable to conclude that the parties intended the amended NSD agreement’s

forfeiture clause to terminate on December 31, 2017—just when appellant’s

3
As noted, appellant’s retirement date was December 31, 2017.

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obligation to observe the FSP agreement’s continuing obligations, expressly subject

to forfeiture under the amended NSD agreement, were to begin.

Notably, appellant’s “to become eligible” argument fails to squarely address

the language of the amended NSD agreement’s forfeiture provision, which states,

A breach of these material provisions [the amended NSD agreement,
the continuing obligations of the NSD agreement, and the FSP
agreement] will result in NSD forfeiting any right to payment under the
Family Security Program agreement as described herein.

(Emphasis added.) The forfeiture provision does not express an intent that it

terminates December 31, 2017. Rather, we conclude the plain and ordinary language

of the forfeiture clause itself expresses the intent that appellant will not remain

eligible to receive FSP payments upon breach of, among other things, the FSP

agreement’s continuing-obligations provisions. See Nettye Engler Energy, LP, 639

S.W.3d at 689–90; Highland Credit Opportunities CDO, L.P. v. UBS AG, 451

S.W.3d 508, 523 (Tex. App.—Dallas 2014, no pet.) (a court may not write into a

contract terms the parties did not insert or add terms under the guise of construction,

nor may it construe the language in such a way as would distort the contract’s

apparent meaning). This conclusion harmonizes and gives effect to relevant

provisions of the amended NSD agreement and the FSP agreement described above.

See Nettye Engler Energy, LP, 639 S.W.3d at 690.

We adhere to the above-stated rules of contract construction and conclude the

amended NSD agreement can be given a definite and certain legal meaning. See id.

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We conclude as a matter of law that the forfeiture provision contained in the

amended NSD did not terminate on December 31, 2017, but instead remained in

effect at the time appellant sent the April 16, 2018 email.

Appellant Fails To Demonstrate Ambiguity

Appellant next asserts the amended NDS is ambiguous.4 Whether a contract

is ambiguous or not is a question of law. See id. A contract subject to more than one

reasonable interpretation is ambiguous, giving rise to a fact issue regarding the

parties’ intent. See id. If a contract has a certain and definite meaning, the contract

is unambiguous, and we will construe it as a matter of law and enforce it as written.

See id. Mere disagreement regarding contractual interpretation does not create

ambiguity. See URI, Inc. v. Kleberg Cnty., 543 S.W.3d 755, 763 (Tex. 2018).

We disagree with appellant’s assertion that section 5 of the amended NSD

agreement is ambiguous. First, we concluded above that the amended NSD can be

given certain and definite meaning. Consequently, the amended NSD agreement is

4
Appellant states her ambiguity assertion in three sentences, as follows,

Finally, even if—assuming for the sake of argument only—Section 5 of the amended NSD
agreement is ambiguous on whether forfeiture of FSP benefits is a remedy for breaches
occurring after December 31, 2017, the evidence still does not support a finding that [appellant]
intentionally relinquished a known right. Ambiguity means a contract provision is susceptible
to two or more reasonable interpretations. Am. Mfrs. Mut. Ins. v. Schaefer, 124 S.W.3d 154,
157 (Tex. 2003). Axiomatically, a party cannot be charged with knowing and understanding
the legal consequences of an ambiguous contract clause—and thus intentionally relinquishing
a known right by agreeing to it—if the clause is susceptible to one interpretation that results in
a loss of the allegedly waived right and one that does not.

(Emphasis added.)

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not ambiguous, and we construe it as a matter of law and enforce it as written. See

Nettye Engler Energy, LP, 639 S.W.3d at 690. Second, we do not accept appellant’s

invitation to simply assume ambiguity. Appellant fails to argue why any specific

term of the amended NSD is subject to more than one “reasonable” interpretation

and therefore is ambiguous. See id. Instead of demonstrating ambiguity, appellant

presents mere disagreement about contractual interpretation. See URI, Inc., 543

S.W.3d at 763 (mere disagreement regarding contractual interpretation does not

create ambiguity).

The Evidence Sufficiently Supports the Jury’s Answer on Waiver

Appellant finally argues the evidence is legally insufficient or, in the

alternative, factually insufficient to support the jury’s answer on waiver.

Jury Question 4 asked,

Was [appellee’s] failure to comply with the FSP Agreement excused?

A failure to comply by [appellee] is excused if compliance is waived
by [appellant].

Waiver is an intentional surrender of a known right or intentional
conduct inconsistent with claiming the right.

Answer “Yes” or “No.”

Answer: Yes

We understand appellant to make two specific arguments. First, appellant

argues, “[A]s a matter of law, executing the NSD amendment did not waive Jamie’s

right to benefits under the FSP—the forfeiture clause no longer applied [after her

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retirement on December 31, 2017].” (Emphasis added.) However, we concluded

above that the forfeiture clause did not terminate December 31, 2017, and instead

remained in effect when appellant sent the April 16, 2018 email. Consequently,

appellant’s first argument is baseless.

Second, appellant argues the evidence “does not support” the jury’s waiver

finding because, “Axiomatically, a party cannot be charged with knowing and

understanding the legal consequences of an ambiguous contract clause—and thus

intentionally relinquishing a known right by agreeing to it—if the clause is

susceptible to one interpretation that results in a loss of the allegedly waived right

and one that does not.” However, we rejected above that appellant’s argument that

section 5 and its forfeiture clause were ambiguous. Consequently, appellant’s

insufficiency argument based on asserted ambiguity is groundless. Appellant makes

no additional argument concerning the legal or factual sufficiency of the evidence to

support the jury’s answer on waiver.

Nonetheless, we review the record under the above-stated standards of review

to determine whether the evidence is legally or factually insufficient to support the

jury’s answer to the waiver question. In the court below, the amended NSD

agreement and the FSP agreement were admitted into evidence. The amended NSD

agreement provided that appellant’s failure to comply with the FSP agreement’s

continuing obligations would result in forfeiture of FSP payments. Appellant

testified that she had read the amended NSD agreement’s forfeiture provision and

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that she understood the meaning of forfeiture. She acknowledged she understood

that once she retired as an NSD, she had to comply with the FSP agreement’s

continuing obligations “to remain” eligible to receive FSP payments. She testified

she understood that if she breached the FSP agreement’s continuing obligations, then

she would not be entitled to FSP payments. In addition, the jury found in its answer

to jury question 2 that appellant failed to comply with the FSP agreement by sending

the April 16, 2018 email. Because appellant does not argue the evidence was

insufficient to support the jury’s answer to Jury Question 2, this Court is bound by

it. See Hughes v. Pearcy, No. 03-10-00319-CV, 2014 WL 701453, at *6 (Tex.

App.—Austin Dec. 8, 2014, pet. denied) (mem. op.). Consequently, we conclude the

record contains some evidence that appellant waived the right to complain about

forfeiture of her FSP payments by (1) agreeing in the amended NSD agreement that

FSP payments would be forfeited if she failed to comply with the FSP agreement

and (2) subsequently failing to comply with the FSP agreement. See Graham Cent.

Station, Inc., 442 S.W.3d at 263. Moreover, we conclude the evidence supporting

the jury’s waiver finding is not so weak as to make the verdict clearly wrong and

manifestly unjust. See Ins. All., 452 S.W.3d at 73.

We overrule appellant’s first issue on appeal.5

5
Due to our disposition of appellant’s first issue on appeal, we need not and do not address appellant’s
second issue on appeal.
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Conclusion

We affirm the trial court’s judgment.

/Bill Pedersen, III/
BILL PEDERSEN, III
230001F.P05 JUSTICE

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S
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT

JAMIE CRUSE VRINIOS, Appellant On Appeal from the 116th Judicial
District Court, Dallas County, Texas
No. 05-23-00001-CV V. Trial Court Cause No. DC-18-05560.
Opinion delivered by Justice
MARY KAY, INC., Appellee Pedersen, III. Justices Partida-
Kipness and Garcia participating.

In accordance with this Court’s opinion of this date, the judgment of the trial
court is AFFIRMED.

It is ORDERED that appellee MARY KAY, INC. recover its costs of this
appeal from appellant JAMIE CRUSE VRINIOS.

Judgment entered this twenty-third day of August, 2024.

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