Opinion filed September 17, 2026
In The
Eleventh Court of Appeals
No. 11-25-00068-CV
CHARLES GRIMES, Appellant
V.
ABC SUPPLY CO., INC., Appellee
On Appeal from the County Court at Law No. 2
Midland County, Texas
Trial Court Cause No. CC25807
MEMORANDUM OPINION
This is an appeal from the trial court’s final summary judgment on breach-ofcontract and quantum meruit claims against a corporation and its president.
Appellant, Charles Grimes, appeals that portion of the judgment finding him liable for the corporation’s debt under a personal guaranty, arguing in two issues that the trial court erred in granting summary judgment in favor of Appellee, ABC Supply
Co., Inc. (ABC Supply), for breach of the guaranty and in implicitly denying his cross-motion for summary judgment on the same claim. Grimes does not challenge
all possible grounds supporting the trial court’s summary judgment. We therefore affirm the trial court’s judgment.
I. Factual and Procedural Background
The following summary judgment facts are not in dispute. Grimes was the
president of Raintree Roofing, Inc. (Raintree). On March 28, 1994, Grimes signed a credit application on behalf of Raintree and a continuing guaranty in his individual capacity to establish a line of credit with ABC Supply, a distributor of roofing supplies. Raintree purportedly used this line of credit for almost thirty years without issue. But in late 2023, Raintree was unable to timely pay a balance of $179,722.10. Therefore, ABC Supply filed the present lawsuit against Raintree and Grimes,
alleging causes of action for breach of contract and quantum meruit and seeking
damages and attorney’s fees.
After Grimes and Raintree answered, ABC Supply filed a traditional motion
for summary judgment. ABC Supply argued that Grimes and Raintree were jointly
and severally liable for the unpaid debt based on the credit application and
continuing guaranty that Grimes signed. It also argued that it was entitled to recover the debt from Grimes and Raintree under a quantum meruit theory because it had
provided materials that Grimes and Raintree accepted and benefited from but failed to pay for. ABC Supply sought a judgment for the unpaid balance as well as
attorney’s fees and costs. The motion was supported by the following exhibits: the credit application; the continuing guarantee; an account statement; invoices;
affidavit testimony; and attorney billing records.
The following language preceded Grimes’s signature on the credit
application:
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AGREEMENT
Buyer authorizes all persons, institutions, organizations, companies and
credit reporting agencies to furnish any and all pertinent information,
including commercial and consumer credit reports, requested from time
to time by [ABC Supply]. The undersigned and Buyer, if different,
each warrant that the information given in this Credit Application and
Agreement is true and no unfavorable information has been omitted.
The extension of credit hereunder, the amount of credit and the
cancellation or reduction of credit shall be within the sole discretion of
[ABC Supply]. The undersigned has read and agrees to the terms and
conditions on the reverse side.
In the document titled “Continuing Guaranty,” Grimes signed under the subtitle
“First Guarantor”; the guaranty provided that it was, “Subject to Terms and
Conditions on reverse side.” There were no other terms and conditions on the front side of the documents and the “reverse side[s]” of the credit application and
continuing guaranty were not attached or offered as evidence. Nevertheless, in her affidavit, Kim Brausam, an ABC Supply Debt Recovery Analyst, testified, “Grimes
signed as a personal guarantor, guarantying to promptly pay any and all indebtedness incurred by Grimes and Raintree, including all costs of collection, legal expenses, and attorneys’ fees paid or incurred in the enforcement and collection of their
indebtedness and obligations owed under the Agreement.”
Only Grimes responded to ABC Supply’s motion, filing a combined response
and a cross-motion for summary judgment. He argued that the guaranty agreement
was not enforceable. Grimes also sought a take-nothing summary judgment and
dismissal with prejudice of ABC Supply’s claims against him. In his affidavit,
Grimes stated:
The Affidavit of Kim Brausam attached as Exhibit A to ABC’s Motion
for Summary Judgment states that “Under the [Credit] Agreement,
Grimes signed as a personal guarantor, guaranteeing to promptly pay
any and all indebtedness incurred by Grimes and Raintree, including all
costs of collection, legal expenses, and attorneys’ fees paid or incurred
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in the enforcement and collection of their indebtedness and obligations
owed under the Agreement.” I have no recollection of ever signing
such a guaranty with ABC.
(Alterations in original). Notably, in his summary judgment affidavit, Grimes did not dispute the terms recited in the affidavit of Kim Brausum.1 On the Continuing Guaranty, Grimes did not dispute that his handwritten “Complete Legal Name” and
his signature, witnessed by a third person, appeared under the subtitle “First
Guarantor” along with his social security number, address, and residential phone number. Rather, he claimed to have no recollection of ever signing the referenced guaranty. The trial court granted ABC Supply’s motion for summary judgment,
without specifying the grounds. This appeal followed.
II. Summary Judgment
A. Standard of Review
We review de novo the trial court’s ruling on a summary judgment motion.
Valence Operating Co. v. Dorsett, 164 S.W.3d 656, 661 (Tex. 2005). A party
moving for traditional summary judgment bears the burden of proving that there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. TEX. R. CIV. P. 166a(c). 2 A plaintiff movant must conclusively prove all essential elements of its cause of action as a matter of law. Draughon v. Johnson, 631 S.W.3d 81, 87–88 (Tex. 2021). “Evidence is conclusive only if reasonable people could not differ in their conclusions.” City of Keller v. Wilson, 168 S.W.3d 802, 816 (Tex.
Importantly, the Grimes summary judgment affidavit makes no qualifications other than that
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Grimes had “no recollection of ever signing such a guaranty.”
2
We note that the Texas Supreme Court has recently revised Rule 166a. Although the “rewrite is not intended to substantively change the law,” it has resulted in a renumbering of the provisions of the rule. See Final Approval of Amendments to Rule 166a of the Texas Rules of Civil Procedure, Misc. Docket No. 26-9012 (Tex. Feb. 27, 2026). The amendments to this rule only apply to motions for summary judgment filed on or after March 1, 2026. Because the parties’ motions for summary judgment in this case were filed prior to that date, we refer to the rule in effect at the time the motions were filed. See id.
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2005). If the movant meets its burden, then the burden shifts to the non-movant to present to the trial court any issues or evidence that would preclude summary
judgment. Duncan v. Hindy, 590 S.W.3d 713, 719 (Tex. App.—Eastland 2019, pet.
denied) (citing City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671, 678– 79 (Tex. 1979)). “When both parties move for summary judgment on an issue and
the trial court grants one motion and denies the other, we review the summaryjudgment evidence and render judgment that the trial court should have rendered.” Point Energy Partners Permian, LLC v. MRC Permian Co., 669 S.W.3d 796, 804
(Tex. 2023).
B. Analysis
In both issues, Grimes challenges the trial court’s summary judgment rulings
regarding ABC Supply’s breach-of-contract claim against him individually, by
arguing that “the credit application does not contain all of the essential elements to constitute a guaranty agreement.” Grimes raises no issue or argument challenging the trial court’s grant of summary judgment on the quantum meruit claim against
him. When, as in this case, the trial court’s order does not specify the grounds upon which it granted summary judgment, “we must affirm the [grant of] summary
judgment if any of the theories presented to the trial court and preserved for appellate review are meritorious.” Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211, 216 (Tex. 2003) (citing Cincinnati Life Ins. Co. v. Cates, 927 S.W.2d 623, 626 (Tex. 1996)); Tex. Petroleum Land Mgmt., LLC v. McMillan, 641 S.W.3d 831, 840
(Tex. App.—Eastland 2022, no pet.). “[I]t is the appellant’s burden on appeal to show that each of the independent grounds asserted in support of summary judgment is insufficient to support the judgment.” Humane Soc’y of Dallas v. Dallas Morning News, L.P., 180 S.W.3d 921, 923 (Tex. App.—Dallas 2005, no pet.). Further “[i]f
summary judgment may have been rendered, properly or improperly, on a ground
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not challenged [on appeal], the judgment must be affirmed.” Britton v. Tex. Dep’t of Criminal Just., 95 S.W.3d 676, 682 (Tex. App.—Houston [1st Dist.] 2002, no
pet.) (quoting Ellis v. Precision Engine Rebuilders, Inc., 68 S.W.3d 894, 898 (Tex. App.—Houston, [1st Dist.] 2002, no pet.)).
We note the principles that “[a] party generally cannot recover under a
quantum-meruit claim when there is a valid contract covering the services or
materials furnished” and that the person sought to be charged must have personally benefitted. Hill v. Shamoun & Norman, LLP, 544 S.W.3d 724, 733 (Tex. 2018); see
Plan B Holdings, LLC v. RSLLP, 681 S.W.3d 443, 457 (Tex. App.—Austin 2023,
no pet.) (noting that while sole owner of company benefited from work done for the company, plaintiff could not recover from the owner on a quantum meruit theory). However, notwithstanding those principles, we must affirm the trial court’s
judgment because Grimes denies that there was any valid contract but does not
challenge the quantum meruit ground on appeal; this unchallenged ground fully
supports the relief granted. See Rosetta Res. Operating, LP v. Martin, 645 S.W.3d 212, 226–27 (Tex. 2022).
When an independent ground fully supports the trial court’s summary
judgment, but the appellant assigns no error to that independent ground, “we must accept the validity of that unchallenged independent ground . . . [and] any error in the grounds challenged . . . is harmless because the unchallenged independent
ground fully supports the [summary judgment][.]” Haynes v. DOH Oil Co., 647
S.W.3d 793, 799 (Tex. App.—Eastland 2022, no pet.) (quoting Britton, 95 S.W.3d
at 681); see Rosetta Res. Operating, 645 S.W.3d at 227–28 (affirming summary
judgment against appellants because their appellate brief included “no citations or authorities related to their tort . . . causes of action or to [appellee’s] economic-lossrule defense”); Weir Bros. Contracting, LLC v. N. Tex. Tollway Auth., No. 05-24-6
00683-CV, 2025 WL 1757926, at *3 (Tex. App.—Dallas June 25, 2025, no pet.)
(mem. op.) (affirming summary judgment where appellant challenged suit on sworn
account ground for summary judgment but not quantum meruit). Here, Appellant
assigns no error to the trial court’s grant of summary judgment on ABC Supply’s
claim for quantum meruit.
Accordingly, we overrule Grimes’s issues on appeal.
III. This Court’s Ruling
We affirm the trial court’s judgment.
W. BRUCE WILLIAMS
JUSTICE
September 17, 2026
Panel consists of: Bailey, C.J.,
Trotter, J., and Williams, J.
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