Arnold v. Blue Ridge Landfill

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK

ENTERED

10/7/2025

The Business Court of Texas

Eleventh Division

ISAAC ARNOLD, JR., ALISON R. §
BAUMANN, HUGH R. MARSHALL,
CARROLL R. RAY, LILLIE ROBERTSON, §

CORBIN J. ROBERTSON, JR., §
WILHELMINA EK. ROBERTSON, §
CHAMPION TRAYLOR III,

WILHELMINA B. TRAYLOR, ROBERT
BARNHART, AS TRUSTEE OF THE §
ROBERT J. BARNHART REVOCABLE 8
TRUST, LEGACY TRUST COMPANY, §
N.A., AS TRUSTEE OF THE DOUGLAS B. §
MARSHALL JR. NON-EXEMPT TRUST §
FOR DOUGLAS B. MARSHALL III, §
JOSEPH A. SCOTT, RUSSELLSCOTTII, §
ALEXANDER I. WRIGHT AND g§
RICHARD E. MONROE, JR., AS CO- g
TRUSTEES OF THE ALEXANDER I.
WRIGHT 2006 GST TRUST, EMILY C.J. g
SIMMONS AND RICHARD E. MONROE, g
AS CO-TRUSTEES OF THE EMILY C.J.
SIMMONS 2006 GST TRUST, HANNAH §
C. SIMMONS AND RICHARD E.
MONROE JR., AS CO-TRUSTEES OF §
THE HANNAH C. SIMMONS 2006 GST §
TRUST, AND ANDREW C. SCOTT, AS §
TRUSTEE OF THE ANDREW C. SCOTT §
2006 GST TRUST
Plaintiffs

V.

BLUE RIDGE LANDFILL TX, LP D/B/A
BLUE RIDGE LANDFILL
Defendant

2 Lr LG Gr

Cause No. 24-BC11A-0024

MEMORANDUM OPINION AND ORDER

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Before the court is Defendant Blue Ridge Landfill TX, LP’s Traditional
Motion for Summary Judgment. Having considered all parties’ briefing, their
arguments at the hearing held on October 2, 2025, and the relevant law, the court
denies the motion.

Factual Background

This suit concerns royalty payments from Blue Ridge’s landfill in Fort Bend

County. The parties agree the dispute hinges on a contract that entitles Plaintiffs to

royalties equal to five percent of the landfill’s Gate Revenues:

l. As additional consideration for the Property
and not as creation of a partnership, association or
joint venture, Purchaser shall pay to Seller five
percent (5%) of the Gate Revenues received by Purchaser
from operation of a sanitary Landfill on the Property
("Additional Payments"). The phrase "Gate Revenues"
means the revenues actually received by Purchaser for
final disposal of solid waste in the sanitary landfill
operated on the Property, less any charge required to
be collected at the sanitary landfill by Purchaser,

“Gate Revenues” is the critical term, and it is defined: “revenues actually
received by Purchaser for final disposal of solid waste in the sanitary landfill
operated on the Property,” less certain charges. Mot. Ex. 1. All parties agree “the
Property” is a specified 598.583 acres in Fort Bend County, known as the Bessie
West Property.

Decades after the contract’s execution, the landfill expanded its footprint
beyond the Property, adding acreage known as the Adjacent Tract. Mot. at 3.
Initially, Plaintiffs were paid royalties for waste the landfill disposed across both

tracts of land. Id. at 4. Years later, Blue Ridge notified Plaintiffs it would no longer
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pay for waste deposited on the Adjacent Tract. Resp. at 6. In response, Plaintiffs
sued for breach of contract and declaratory judgment. Blue Ridge moves for
summary judgment on both claims.

Legal Standard

“A party that moves for traditional summary judgment must demonstrate
that there is no genuine issue of material fact and that it is entitled to judgment as
a matter of law.” Energen Res. Corp. v. Wallace, 642 8.W.3d 502, 509 (Tex. 2022).
The court takes as true all evidence favorable to the nonmovant, indulging every
reasonable inference and resolving any doubts in the nonmovant’s favor. Id.

The court interprets contract language according to 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.”
Nettye Engler Energy, LP v. BlueStone Nat. Res. II, LLC, 639 8.W.3d 682, 690 (Tex.
2022) (internal quotations omitted).

Analysis

The parties’ arguments are thorough and appropriately narrow. Both sides
correctly focus on the key clause in the Gate Revenue definition— “final disposal of
solid waste in the sanitary landfill operated on the Property.” Waste deposited onto
the Adjacent Tract may not be disposed of on the Property. But Plaintiffs present
evidence that waste deposited on the Adjacent Tract is, indeed, disposed of in the

landfill operating on the Property. Plaintiffs’ evidence shows that the landfill is

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licensed under one permit and performs operations on the original Property—
whether it ultimately deposits the waste onto the Property or onto the Adjacent
Tract. Resp. Exs. G at 7, I, J; see Mot. at 4. For example, waste deposited onto the
Adjacent Tract enters the landfill through the Property. Id. The Property is where
the entry gate and scalehouse are located, where all waste is weighed and pricing
assessed. Id.; see also Def.’s Resp. Opposing Mot. to Continue at 6. Blue Ridge does
not contradict these points and concedes these operations across both tracts of land
are a single business enterprise.

The court “cannot rewrite the parties’ contract or add to or subtract from its
language.” Fischer v. CTMI, L.L.C., 479 8.W.3d 231, 242 (Tex. 2016). To conclude
that waste accepted by the landfill does not generate Gate Revenue simply because
it is deposited onto the Adjacent Tract, the court must subtract words from the
definition, as follows: “final disposal of solid waste inthe-sanitarytand il operated
on the Property.” See, e.g., Mot. at 2, 4, 5, 7, 9. The definition also places the
qualifying term “on the Property” nearer to the word operated than to disposal, a
grammatical structure requiring landfill operations—not the waste disposal—to
occur on the Property. See Zachry Constr. Corp. v. Port of Hous. Auth., 449 S.W.3d
98, 107 (Tex. 2014) (“As a rule, a modifier like the last ‘subject to’ phrase...
applies to the nearest reasonable referent”); Tex. W. Oaks Hosp., LP v. Williams, 371
S.W.3d 171, 185 (Tex. 2012) (“a qualifying phrase should be applied only to the

portion of the sentence ‘immediately preceding it.’”’).

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q9 Blue Ridge fails to conclusively disprove that the waste it deposits onto the
Adjacent Tract generates Gate Revenue. Reading the contract’s plain language on
this record, the disputed waste’s disposal is the “final disposal of solid waste in the
sanitary landfill operated on the Property.” The court reaches this conclusion based
on the contract’s plain and grammatical meaning, without resorting to Plaintiff’s
extrinsic evidence concerning the parties’ course of conduct or the original parties’
subjective intent in executing the Letter Agreement. See Nettye Engler Energy, 639
S.W.3d at 690.

Conclusion and Order

qo Blue Ridge has not met its summary-judgment burden as to Plaintiffs’ breach-
of-contract and declaratory judgment claims. For these reasons, Blue Ridge’s
Motion for Summary Judgment is DENIED.

SO ORDERED.

Mbaay LeqryMharg

STACY ROGERS SHARP °

Judge of the Texas Business Court,
Fourth Division, sitting by assignment in
the Eleventh Division

SIGNED ON: October 7, 2025