ProAlamo Foods and ProCoastal (Sellers) are commercial meat suppliers that sold frozen, sealed meat to Champion Food Service and Champion Food Service 2 (Buyer), which resells it to restaurants and grocery stores.¹ From July 26 to November 12, 2018, Buyer received twenty shipments, each with a separate invoice; Buyer's owner placed orders by phone, discussing pricing, delivery date, and quantity, and Buyer did not pay some invoices in full.² Sellers say Buyer owed $73,052.95 and fell behind on payments, then invented a spoiled-meat excuse months later; Buyer says some meat was spoiled and customers complained.³ Buyer's owner also made handwritten changes to some invoices, some of which Sellers' own witnesses explained as credits.⁴

Sellers sued for breach of contract and, alternatively, quantum meruit, and Buyer counterclaimed for breach of contract based on the alleged spoiled meat.¹ The jury was not asked whether agreements existed, only whether Buyer failed to comply with "the agreements to pay"; it answered no, found for Sellers in quantum meruit ($46,396.58), set a reasonable attorney's fee at $0, and found that Sellers failed to comply with the agreement but awarded Buyer $0.² The trial court denied Buyer's motion for judgment notwithstanding the verdict (JNOV), rendered judgment on quantum meruit, and awarded Sellers $219,674 in attorney's fees.³ A divided Fourth Court of Appeals (San Antonio) affirmed in relevant part, 716 S.W.3d 881, with Chief Justice Martinez concurring in part and dissenting in part on fees.⁴ The Court granted review, heard argument on March 4, 2026, and decided the case on June 19, 2026.⁵

Petition for review from the Fourth Court of Appeals (San Antonio) after a jury trial and partial JNOV; argued March 4, 2026, and decided June 19, 2026, with a concurring opinion by Chief Justice Blacklock, joined by Justice Sullivan.⁶

Buyer presents two issues:¹ 1. Whether the trial court erred in charging the jury on quantum meruit and rendering judgment on that claim, when a contract governed the materials supplied and the jury found Sellers (but not Buyer) breached it. 2. Whether the trial court erred in granting JNOV on attorney's fees of over $200,000 when the jury assessed $0 and only about $46,000 in quantum meruit damages.

Whether a contract covers the materials provided is a question of law reviewed de novo.¹ The denial of a JNOV is reviewed as a legal-sufficiency challenge, and a JNOV is proper when the evidence conclusively proves one party is entitled to prevail or when a theory of liability found by the jury is barred as a matter of law.²

Whether Sellers could recover in quantum meruit.

Petitioner (Buyer): A party cannot recover in quantum meruit where a contract governs the materials supplied; Sellers pleaded and argued throughout trial that valid agreements covered the sales, so the jury's quantum meruit award should have been disregarded, and the court of appeals held that even where the jury finds the plaintiff breached the parties' contract, quantum meruit may still be recovered.¹ The jury charge did not distinguish between materials supplied under an agreement and materials outside it, so it is impossible to tell whether quantum meruit damages were awarded for goods provided under a contract.²

Respondents (Sellers): The parties' relationship was fluid, governed by oral discussions and invoices that were often changed at delivery, so the jury had to analyze each shipment, and it found Buyer did not breach any express agreement but did take goods it must pay for in quantum meruit; neither the jury nor the court found an express contract covering all the meat, and the verdict is not inconsistent.³ Sellers also say Buyer waived any challenge to the quantum meruit finding.⁴

Whether the court could award fees over the jury's $0 finding.

Petitioner (Buyer): Evidence of fees incurred, even if uncontroverted, is not enough to establish reasonableness as a matter of law, the burden is on the party seeking fees, and the majority below created precedent that a plaintiff is entitled to every dollar incurred unless the defendant disproves it.⁵

Respondents (Sellers): The court of appeals reviewed the circumstances and upheld fees in the exact amount the uncontroverted expert evidence supported, because the jury's $0 award could not stand under settled law.⁶

Buyer argued the court of appeals disregarded this Court's authority by allowing quantum meruit recovery despite a contract, that review would ensure uniformity among the courts of appeals on an issue affecting commercial relationships, and that whether plaintiffs still bear the burden to justify substantial fee awards is important to Texas jurisprudence.¹ Sellers answered that the issue is a fact question with no split of authority.²

• No dispute about a contract. A Justice observed that Champion does not seem to contest that a contract existed; Champion's counsel agreed, saying the trial court took that question out of Champion's hands. (Oral Argument, 1:13:09; 1:13:24)
• The charge. Champion's counsel called the charge "heads, I win, tails, you lose," saying cases allowing both questions involved narrow contracts defined in time and scope. (Oral Argument, 1:14:50; 1:15:51)
• Waiver. Sellers' counsel said an express contract barring quantum meruit is an affirmative defense Champion did not plead; on rebuttal, Champion said the Sellers sought quantum meruit only in the alternative. (Oral Argument, 1:28:49; 1:51:33)
• Products outside the agreements. Asked for evidence of products outside the agreements, Sellers' counsel pointed to changed quantities and prices on the invoices, citing Fortune Production. (Oral Argument, 1:25:03; 1:26:46)
• The jury's award. A Justice worried the roughly $46,000 quantum meruit award could include rejected shipments recoverable only as contract damages; Sellers' counsel said the jury was not limited to uncovered transactions. (Oral Argument, 1:27:53; 1:28:12)
• Fee guardrails. Justice Hawkins asked whether the cases give clear guardrails for fee reasonableness; Champion's counsel said a zero finding is supportable, citing about $219,000 requested on roughly $40,000 recovered. (Oral Argument, 1:17:08; 1:17:24)
• Fee hypothetical. Justice Hawkins posed a $50,000 claim generating a million dollars in fees; Sellers' counsel said Rohrmoos requires reasonable hours times a reasonable rate, and conceded no specific guardrail exists. (Oral Argument, 1:32:15; 1:33:38)
• Settlement offer. The Chief Justice asked whether an offer to settle for full damages before fees accrued could justify zero fees; Sellers' counsel said only in an egregious case, not this one. (Oral Argument, 1:37:35; 1:38:55)

None

Holding

Sellers' recovery in quantum meruit is barred as a matter of law because express agreements covered the provision of the meat, so Sellers did not prevail on a claim for which attorney's fees are recoverable and the trial court erred in awarding them.¹

Reasoning

Quantum meruit. Quantum meruit is an equitable, quasi-contractual remedy that arises by law when parties neglect to form an express agreement, so recovery is generally barred when a valid contract covers the services or materials furnished, though a party may plead both theories in the alternative.² Sellers insisted throughout trial that an agreement covered the transactions: counsel told the court there was "no question here that there is an agreement," the charge assumed agreements to pay, and Sellers introduced the invoices as the agreements Buyer breached; the oral orders with written invoices qualify as contracts under Business and Commerce Code Section 2.204.³ The handwritten invoice changes reflect disagreement about how much was owed, not the absence of an agreement, as with a customer who crosses out the price of a bakery's cake.⁴

Charge and burden. When the existence or scope of a contract is disputed the jury should be asked whether one exists, and the party seeking to avoid liability ordinarily must ensure the question is in the charge; but where a party asserts both claims, the charge assumes a contract, and the evidence conclusively supports that assumption, quantum meruit recovery is unavailable for claims the contract covers.⁵ The trial court therefore erred in denying JNOV on quantum meruit.⁶

Attorney's fees. To recover fees under Civil Practice and Remedies Code Section 38.001, a party must prevail on a cause of action for which fees are recoverable and recover damages; because quantum meruit fails as a matter of law, Sellers may not recover fees, and the Court did not reach Buyer's argument about disregarding the jury's $0 award, although it said this should not be read as approval of the court of appeals' analysis.⁷

Concurrence (Chief Justice Blacklock, joined by Justice Sullivan). He agreed $0 was the correct fee award because the quantum meruit claim fails, but added that the jury's $0 seems reasonable given the mixed verdict, that the court's upward adjustment was "plainly improper," and that the law's greater skepticism of $0 fee awards than of $0 damages awards is a mystery that should not go unaddressed much longer.⁸

Disposition

The portion of the court of appeals' judgment affirming the trial court's judgment on quantum meruit and attorney's fees is reversed, and a take-nothing judgment is rendered for Buyer.⁹

Vote Breakdown

Majority Opinion by Justice Lehrmann

Joined by Blacklock, C.J., and Bland, Busby, Devine, Hawkins, Huddle, Sullivan, and Young, JJ.

Concurrence by Chief Justice Blacklock

Joined by Sullivan, J.