Centex Corporation v. Dalton

840 S.W.2d 952 (1992)

Purchase the Printed Copy at bsmsphd.com

Nature of the Case

To access this section all you need to do is click here and register.

Facts

D contacted P to request that P assist D in acquiring certain thrift institutions. P learned that four other central Texas thrift institutions, known as the 'Lamb Package,' were available for purchase. P informed D about the availability of the Lamb Package. D entered into a letter agreement with P; wherein D promised to pay $750,000 over a three-year period if D were successful in acquiring the Lamb Package. The Bank Board told D that its payment of fees to P would be acceptable as long as D made payment and not any of the thrift institutions in the Lamb Package or the entity formed to acquire the Lamb Package. The night before the acquisition D learned that the Bank Board probably would not permit payment of the fees to P. The Bank Board approved the acquisition conditioned on a prohibition against Texas Trust's direct or indirect payment of finder's fees. D did not pay P because of the prohibition imposed by the Bank Board. The Bank Board's successor OTS issued such a cease-and-desist order to prevent D or Texas Trust from paying any fees to P under the letter agreement. P sued and won summary judgment. D appealed.