Strain Family Limited Partnership; EJCM Strain, LLC; The Estate of Edd Homan Strain, Deceased; Caddo Oaks, LLC; Jerry Dell Haggerton; And Larry Strain v. Martin Water Midstream, LLC and Corsican Holdings, LLC

Opinion filed July 3, 2025

In The

Eleventh Court of Appeals
__________

No. 11-23-00257-CV
__________

STRAIN FAMILY LIMITED PARTNERSHIP; EJCM STRAIN,
LLC; THE ESTATE OF EDD HOMAN STRAIN, DECEASED;
CADDO OAKS, LLC; JERRY DELL HAGGERTON; AND
LARRY STRAIN, Appellants
V.
MARTIN WATER MIDSTREAM, LLC AND CORSICAN
HOLDINGS, LLC, Appellees

On Appeal from the 118th District Court
Martin County, Texas
Trial Court Cause No. No. 7842

MEMORANDUM OPINION
The primary issues raised in this appeal concern the construction of an
agreement to utilize injection wells for disposal purposes. However, because in its
final judgment the trial court disposed of the only live, pending claim in the case and
denied all dispositive motions that sought affirmative relief, we must reverse and
remand.
I. Factual Background
The underlying dispute concerns the meaning of certain provisions in a
surface use agreement between Appellants, the Strain parties, 1 and Appellees,
Martin Water Midstream, LLC and Corsican Holdings, LLC; the affected property
is the Strain Ranch in Martin County.
Martin Water sued the Strain parties for breach of the agreement and business
disparagement. The Strain parties asserted a counterclaim for declaratory judgment,
and they requested that the trial court construe and declare the meaning of a
provision in the agreement that governs when Martin Water and Corsican could lay
and use pipelines on the Strain Ranch. The Strain parties moved for summary
judgment on their counterclaim. Martin Water and Corsican filed a competing
motion for summary judgment and, like the Strain parties, requested that the trial
court construe and declare the meaning of the agreement. Prior to the trial court’s
ruling on these motions, the Strain parties twice amended their answer and
counterclaim; with each amendment, they continued to ask that the trial court
construe and declare the meaning of the pipeline provision in the agreement. They
also submitted a second request: that the trial court construe and declare the meaning
of the “Term Clause” in the agreement. The Term Clause contains provisions that
describe how Martin Water and Corsican may perpetuate the agreement beyond its
primary term. Additionally, the Strain parties filed a counterclaim for breach of
contract, and they also raised several affirmative defenses to the claims that Martin
Water and Corsican had asserted against them.

Strain Family Limited Partnership; EJCM Strain, LLC; the Estate of Edd Homan Strain, Deceased;
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Caddo Oaks, LLC; Jerry Dell Haggerton; and Larry Strain.

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On June 30, 2023, the trial court granted Martin Water’s and Corsican’s
motion for summary judgment. In its interlocutory order, the trial court declared
that (1) the agreement does not require the drilling of a disposal well prior to the
installation of a pipeline, but (2) the agreement does require that no volume of
saltwater or other waste liquids could be moved across or removed from the Strain
Ranch until a disposal well had been drilled, completed, and equipped to the extent
necessary for its capacity to be determined so that a fee, if applicable, could be paid.
By the same order, the trial court denied the Strain parties’ motion for summary
judgment, qualified by the statement above. 2
Next, Martin Water and Corsican filed a combined traditional and no-
evidence motion for partial summary judgment by which they challenged the Strain
parties’ counterclaims and affirmative defenses. They argued, contrary to the Strain
parties’ interpretation, that the purpose of the Term Clause in the agreement was to
provide that only one disposal well had to be drilled and operated in order to extend
the agreement beyond the primary term; they also claimed that there was no
evidence to support the Strain parties’ affirmative defenses and their breach-of-
contract counterclaim.
The Strain parties did not file a competing motion for summary judgment.
Instead, in their response to Martin Water’s and Corsican’s motion, the Strain parties
purported to withdraw their claims for breach of contract, unclean hands, and
negligence; they maintained only their declaratory judgment claim. Martin Water
and Corsican requested that the trial court dismiss the Strain parties’ breach-of-
contract counterclaim as well as the affirmative defenses set forth in the Strain
parties’ third amended answer. The Strain parties responded and, in their response,

Prior to the entry of this order, the trial court also sent a letter ruling to the parties in which it
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explained its analysis of the agreement’s pipeline requirements.

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they focused on the meaning of the agreement’s secondary term provision; they did
not address Martin Water’s and Corsican’s assertion regarding the affirmative
defenses. After the parties filed their summary judgment responses, Martin Water
and Corsican nonsuited all their pending claims against the Strain parties. Thus, at
this point, the Strain parties’ counterclaim for declaratory relief was the only live,
pending claim in the case.
On October 4, 2023, the trial court granted Martin Water’s and Corsican’s
traditional and no-evidence motion for partial summary judgment. In its
interlocutory order, the trial court declared that the Term Clause set out in the
agreement means that the lessee need only utilize at least one disposal well prior to
the end of the primary term to perpetuate the secondary term.3 On the same day, the
trial court signed its final judgment, which is reproduced in its entirety below:

II. Analysis
In their third issue, the Strain parties contend that, in its final judgment, the
trial court (1) failed to incorporate its previous interlocutory orders by which it
granted Martin Water’s and Corsican’s motions for summary judgment, (2) granted
relief inconsistent with its previous interlocutory orders, and (3) therefore effectively

3
As with its first summary judgment order, the trial court preceded this order with a letter ruling
explaining its analysis in detail.

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denied the Strain parties’ traditional and no-evidence motions for summary
judgment. Consequently, the Strain parties assert that they need not challenge
whether the trial court erred when it issued its October 4, 2023, interlocutory
summary judgment order and declared that, to perpetuate the secondary term, the
agreement only requires that the lessee utilize at least one disposal well prior to the
expiration of the primary term. Rather, the Strain parties contend that we should
construe and declare the contested provisions of the agreement in their favor and in
turn reverse and render the trial court’s judgment.
We agree with the Strain parties that in the trial court’s final judgment it
modified its prior interlocutory orders and in turn denied Martin Water’s and
Corsican’s motions for summary judgment. However, rather than rendering
judgment as the Strain parties request, the proper remedy, based on the
circumstances before us, is to reverse the trial court’s judgment and remand this
cause to it for further proceedings.
A. Final Judgments and Interlocutory Orders
Our jurisdiction is limited to appeals in which relief is sought from a final or
otherwise appealable judgment or order. See TEX. CIV. PRAC. & REM. CODE ANN.
§ 51.012 (West 2015); Lehmann v. Har-Con Corp., 39 S.W.3d 191, 195 (Tex. 2001)
(explaining that an appeal may only be taken from a final judgment that disposes of
all parties and pending claims unless an applicable statute provides for an
interlocutory appeal).
A trial court’s judgment is final if it (1) actually disposes of all parties and
claims then before the trial court, or (2) includes unequivocal finality language that
expressly disposes of all pending claims and parties. See Sealy Emergency Room,
L.L.C. v. Free Standing Emergency Room Managers of Am., L.L.C., 685 S.W.3d
816, 820 (Tex. 2024) (citing Lehmann, 39 S.W.3d at 200). “Although no ‘magic

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language’ is required,4 a trial court may express its intent to render a final judgment
by describing its action as (1) final, (2) a disposition of all claims and parties, and
(3) appealable.” Bella Palma, LLC v. Young, 601 S.W.3d 799, 801 (Tex. 2020)
(quoting In re R.R.K., 590 S.W.3d 535, 543 (Tex. 2019)); see In re Guardianship of
Jones, 629 S.W.3d 921, 924 (Tex. 2021) (“If the order contains a ‘clear and
unequivocal’ finality phrase disposing of the entire case, the order is final, and the
failure to actually dispose of all claims and parties renders the order erroneous but
not interlocutory.” (quoting In re Elizondo, 544 S.W.3d 824, 828 (Tex. 2018))).
A clear and unequivocal statement of finality must be given effect, even if a
review of the record would undermine finality. Bella Palma, 601 S.W.3d at 801;
see Lehmann, 39 S.W.3d at 206 (“An express adjudication of all parties and claims
in a case is not interlocutory merely because the record does not afford a legal basis
for the adjudication. In those circumstances, the order must be appealed and
reversed.”); Prather v. Callon Petroleum Operating Co., Inc., 648 S.W.3d 618, 627–
28 (Tex. App.—Eastland 2022, no pet.). Thus, “[i]f the final judgment is deficient,
the remedy comes by appeal, not by the deprivation of appellate jurisdiction.” Bella
Palma, 601 S.W.3d at 802 (citing Lehmann, 39 S.W.3d at 206).
The trial court’s grant of a partial summary judgment is an interlocutory ruling
that is subject to revision or withdrawal as long as the trial court retains its plenary
power. Fruehauf Corp. v. Carrillo, 848 S.W.2d 83, 84 (Tex. 1993); see Teer v.
Duddlesten, 664 S.W.2d 702, 703 (Tex. 1984). When a trial court renders a partial
summary judgment, its judgment is a decision on the merits that remains binding
unless it is set aside by the trial court. OHK Global, Inc. v. Motaghi, 679 S.W.3d
738, 743 (Tex. App.—Houston [1st Dist.] 2023, pet. denied) (citing Hyundai Motor

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The Lehmann court explained that an order in which the trial court states that “[t]his judgment
finally disposes of all parties and all claims and is appealable” would “leave no doubt about the [trial]
court’s intention [to enter a final judgment].” Lehmann, 39 S.W.3d at 206.

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Co. v. Alvarado, 892 S.W.2d 853, 855 (Tex. 1995)); see Rush v. Barrios, 56 S.W.3d
88, 98 (Tex. App.—Houston [14th Dist.] 2001, pet. denied) (“A trial court may, in
the exercise of discretion, properly grant summary judgment after having previously
denied summary judgment without a motion by or prior notice to the parties, as long
as the court retains jurisdiction over the case.”).
If the trial court does not set aside, or an appellate court does not reverse, a
grant of partial summary judgment, a party may neither relitigate the issues that are
the subject to the trial court’s partial summary judgment order nor amend its
pleadings to reassert the same claims that were resolved by the trial court in its order.
OHK Global, 679 S.W.3d at 743 (citing Brumfield v. Williamson, 634 S.W.3d 170,
211–12 (Tex. App.—Houston [1st Dist.] 2021, pet. denied)). Therefore, “even if the
partial summary judgment is an interlocutory one and thus unappealable, it
nonetheless is final in the limited sense of having disposed of the issues in question,
unless the trial court later changes, modifies, or sets aside its summary-judgment
order.” Id.
B. The Merger Rule
Generally, when a trial court signs a final judgment, the trial court’s
interlocutory orders merge into its final judgment and may be challenged by
appealing that judgment. Bonsmara Nat. Beef Co., LLC v. Hart of Tex. Cattle
Feeders, LLC, 603 S.W.3d 385, 390 (Tex. 2020) (citing Roccaforte v. Jefferson
Cnty., 341 S.W.3d 919, 924 (Tex. 2011)); Teer, 664 S.W.2d at 704. This is true
regardless of whether the interlocutory orders are specifically referred to and recited
in the final judgment. See Radelow-Gittens Real Prop. Mgmt. v. Pamex Foods, 735
S.W.2d 558, 560 (Tex. App.—Dallas 1987, writ ref’d n.r.e.) (citing Webb v. Jorns,
488 S.W.2d 407, 408–09 (Tex. 1972); Runnymede Corp. v. Metroplex Plaza, Inc.,
543 S.W.2d 4, 5 (Tex. App.—Dallas 1976, writ ref’d)).

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However, when a trial court’s final judgment recites and contains provisions
for relief that is inconsistent with a trial court’s prior order(s) or judgment, the final
judgment “necessarily replace[s]” the prior order(s) or judgment, even though the
final judgment does not reference the prior order(s) or judgment or expressly state
an intention to vacate them. See, e.g., Roccaforte, 341 S.W.3d at 924; Deep Water
Slender Wells, Ltd. v. Shell Int’l Expl. & Prod., Inc., 234 S.W.3d 679, 695–96 (Tex.
App.—Houston [14th Dist.] 2007, pet. denied) (holding that the trial court
necessarily vacated its prior summary judgment order when it signed an inconsistent
order in which it dismissed all claims based on a forum-selection clause); Martinez v.
SeaHarbor Ins. Agency, LLC, No. 05-23-00513-CV, 2024 WL 396630, at *4 (Tex.
App.—Dallas Feb. 2, 2024, no pet.) (mem. op.) (holding that because the final
judgment did not reference the prior summary judgment in the appellant’s favor, it
necessarily and impliedly reversed or vacated that prior interlocutory ruling where
it was inconsistent with the relief included in the prior summary judgment); Kelly v.
Tracy, No. 01-18-00913-CV, 2022 WL 2837335, at *12 n.8 (Tex. App.—Houston
[1st Dist.] July 21, 2022, no pet.) (mem. op.) (holding that the final judgment vacated
a prior partial summary judgment order where it did not expressly incorporate the
prior summary judgment order and included relief that was inconsistent with the
relief ordered in the prior order); Urelift Gulf Coast, L.P. v. Bennett, No. 14-13-
00949-CV, 2015 WL 495020, at *2 (Tex. App.—Houston [14th Dist.] Feb. 5, 2015,
no pet.) (mem. op.) (holding that the trial court vacated a prior summary judgment
order, which rendered a declaratory judgment in favor of the defendant but
concluded that the defendant was not entitled to attorney’s fees, by conducting a trial
on the claims for declaratory relief and rendering a final judgment and awarding
attorney’s fees to the defendant, without incorporating its summary judgment ruling
into its final judgment). Such is the case here.

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C. Application to This Appeal
The final judgment in this case is indeed a final one, even if erroneous, and
must be given effect. See Lehmann, 39 S.W.3d at 206 (If “the appellate court is
uncertain about the intent of the order, it can abate the appeal to permit clarification
by the trial court. But if the language of the order is clear and unequivocal, it must
be given effect.”). Here, the final judgment contains a recitation that “[a]ll relief not
expressly granted or referenced herein is DENIED.” And the trial court in its final
judgment unequivocally states: “the Court enters this Final Judgment, which
resolves all claims and causes of action, as pled, asserted against all parties in this
matter” and “[t]his Final Judgment resolves all claims, as pled, against all parties
and is a final and appealable judgment.” Nevertheless, the trial court did not
expressly grant relief to any party in the final judgment, and no prior orders or
rulings, interlocutory or otherwise, are either referenced or incorporated into the
final judgment. This is significant.
In the trial court’s prior interlocutory summary judgment orders, it granted
relief in the form of declarations in favor of Martin Water and Corsican. However,
and importantly, by its clear and express language, in its final judgment, the trial
court “denies all relief to all parties.” See Sunday Canyon Prop. Owners Assoc.,
Inc. v. Brorman, No. 07-23-00195-CV, 2024 WL 851513, at *4 (Tex. App.—
Amarillo Feb. 28, 2024, pet. denied) (mem. op.) (“Nothing in the final judgment
explicitly, clearly, directly, or distinctly mentions the declaratory relief sought by
[the appellee]. Implying such relief into the judgment does not fill the void for the
simple reason that something implied is not expressed.”). Therefore, because in its
final judgment the trial court (1) does not reference or incorporate its prior
interlocutory summary judgment orders, and (2) instead recites and includes relief
that is inconsistent with its interlocutory summary judgment orders, it effectively

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replaced and vacated those prior orders and in turn denied all relief that was
requested by all parties. See Roccaforte, 341 S.W.3d at 924.
Moreover, by its language in the final judgment, the trial court also implicitly
denied “all claims and causes of action, as pled.” Consequently, the trial court
denied the Strain parties’ counterclaim—the only live, pending claim in the case—
and also denied the only dispositive motions filed in the case—the parties’ collective
motions for summary judgment.
The Strain parties contend that the effect of the trial court’s final judgment is
this: (1) we need not address the Strain parties’ fourth issue in which they challenge
the trial court’s October 4, 2023, grant of Martin Water’s and Corsican’s motion for
summary judgment—because the final judgment reversed that grant and effectively
denied this motion, and (2) because only the Strain parties appealed from the trial
court’s final judgment, the only matters that we need address are their first and
second issues—namely, whether the trial court erred when it denied the Strain
parties’ motion for summary judgment. They further contend that because Martin
Water and Corsican did not file a cross-appeal, the only issue before us is whether
the trial court erred when it denied the Strain parties’ motion for summary judgment
on June 30, 2023. As such, the Strain parties request that we reverse the trial court’s
judgment and render judgment in their favor and declare that the meaning of the
contested terms and provisions in the agreement are in accordance with their
proffered interpretation.
The dilemma that we face rests with the language in the trial court’s final
judgment, language that clearly expresses and constitutes the denial of all relief that
the parties to this case collectively requested in their pleadings and motions for
summary judgment. Generally, the denial of a motion for summary judgment is not
reviewable on appeal—unless specific statutory provisions, which are not applicable
here, provide for it—because such a denial is not a final, appealable order or
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judgment. Protocol Techs., Inc. v. J.B. Grand Canyon Dairy, L.P., 406 S.W.3d 609,
613 (Tex. App.—Eastland 2013, no pet.) (citing Cincinnati Life Ins. Co. v. Cates,
927 S.W.2d 623, 625 (Tex. 1996)); see CIV. PRAC. & REM. § 51.014(a). And,
although the parties filed competing motions in the first summary judgment
proceeding, the effect of the trial court’s final judgment as recited was to deny both
motions. Thus, the general rule—that we should render the judgment that the trial
court should have rendered when the parties have filed competing motions for
summary judgment on the same issues, and the trial court grants one party’s motion
and denies the other—does not apply here. See Lightning Oil Co. v. Anadarko E&P
Onshore, LLC, 520 S.W.3d 39, 45 (Tex. 2017) (citing Merriman v. XTO Energy,
Inc., 407 S.W.3d 244, 248 (Tex. 2013)). In sum, the unambiguous effect of the trial
court’s final judgment was the denial of all motions for summary judgment that the
parties had presented to the trial court during the pendency of the case below. As
we have said, such denials are not reviewable.
Here, based on the circumstances presented, the trial court lacked a legitimate
basis to enter a final judgment that disposed of all the parties’ claims. See Estate of
Cougot, No. 08-22-00007-CV, 2022 WL 2866012, at *4 (Tex. App.—El Paso July
21, 2022, pet. denied) (mem. op.) (“[W]e may reverse the trial court’s order on the
ground that the trial court lacked a basis for entering a final judgment disposing of
the parties’ claims, and that the order granted more relief than the parties
requested.”). Moreover, after in its final judgment the trial court reversed its prior
interlocutory summary judgment orders, it did not allow the parties an opportunity
to litigate the issues it had previously decided as a matter of law prior to trial. See
Heatley v. Red Oak 86, L.P., 629 S.W.3d 377, 395 (Tex. App.—Dallas 2020, no
pet.) (“[I]f a trial court reverses course on issues it decided as a matter of law prior
to trial, it must allow the parties the ‘opportunity to litigate the issues’ at the trial.”
(quoting Bi-Ed, Ltd. v. Ramsey, 935 S.W.2d 122, 123 (Tex. 1996))); Maldonado v.
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Maldonado, 556 S.W.3d 407, 413 (Tex. App—Houston [1st Dist.] 2018, no pet.)
(citing Elder Constr., Inc. v. City of Colleyville, 839 S.W.2d 91, 92 (Tex. 1992)).
We conclude that the trial court’s final judgment is erroneous and must be
reversed. As written, the final judgment granted no relief to any party and dismissed
the only live, pending claim in the case without a basis to do so—in essence, it denied
all dispositive motions and requests for relief, dispositions which we may not review
in this appeal. Accordingly, we sustain the Strain parties’ third issue in part.
Unfortunately, the trial court’s final judgment as drafted prevents us from addressing
the propriety of its prior rulings on the merits that the parties seek to challenge on
appeal.
III. This Court’s Ruling
For the reasons stated, we reverse the judgment of the trial court and remand
this cause to it for further proceedings consistent with this opinion. In light of our
disposition, we need not address the other issues raised by the Strain parties. See
TEX. R. APP. P. 47.1.

W. STACY TROTTER
JUSTICE

July 3, 2025
Panel consists of: Bailey, C.J.,
Trotter, J., and Wright, S.C.J. 5

Williams, J., not participating.

5
Jim R. Wright, Senior Chief Justice (Retired), Court of Appeals, 11th District of Texas at Eastland,
sitting by assignment.

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