# Baird/williams Constr. II, Ltd. v. Martinez Supreme Court of Texas, No. 25-1097 **Baird/williams Constr. II, Ltd. v. Martinez, No. 25-1097, is before the Supreme Court of Texas. Key issue: Does a subcontract clause saying the work "shall be done under the direction of and to the satisfaction of" the general contractor create contractual control over the means and methods of a subcontractor's work, even though other provisions put the subcontractor in charge of the work and its safety?** Practice areas: construction law, personal injury ## Key issues - Does a subcontract clause saying the work "shall be done under the direction of and to the satisfaction of" the general contractor create contractual control over the means and methods of a subcontractor's work, even though other provisions put the subcontractor in charge of the work and its safety? - If not, did the general contractor exercise actual control over the injury-causing work, an alternative ground the court of appeals did not decide? ## Factual History Baird/Williams Construction was the general contractor on a school renovation for Hutto ISD at four campuses and hired Amos Electric Supply as its electrical subcontractor under Subcontract No. 587-3 (Brief on the Merits (Petitioner), PDF p. 11; Response to Petition (Respondent), PDF p. 13). Baird/Williams says the subcontract, in at least four provisions, gave Amos sole responsibility for supervision, equipment, safety and the means and methods of the work, backed by an anti-waiver clause, and that Amos furnished Martinez's ladder and equipment and assigned his work (Brief on the Merits (Petitioner), PDF pp. 11-14). One provision also says all work "shall be done under the direction of and to the satisfaction of" Baird/Williams, and the contract reserved a right, but not an obligation, to correct unsafe work (Brief on the Merits (Petitioner), PDF p. 19). Amos employee Jacinto Martinez fell from a 12-foot A-frame stepladder while changing light fixtures in a school cafeteria (Brief on the Merits (Petitioner), PDF p. 14). Martinez says Baird/Williams failed to enforce its policy requiring fall protection above six feet despite knowing Amos employees were working without it that day (Response to Petition (Respondent), PDF p. 11). ## Procedural History Martinez sued Baird/Williams, which moved for summary judgment on the ground that it owed no duty because it had neither contractual nor actual control, and the 169th District Court of Bell County granted it (Brief on the Merits (Petitioner), PDF p. 8). The Third Court of Appeals (Austin), in an opinion by Justice Ellis dated October 31, 2025, reversed, narrowly holding that Baird/Williams had contractual control over Martinez's work, and remanded (Brief on the Merits (Petitioner), PDF p. 8). The Supreme Court granted review on June 19, 2026. ## Issues Presented - Baird/Williams (Brief on the Merits (Petitioner), PDF p. 9; Petition for Review (Petitioner), PDF p. 15): whether the court of appeals created a new duty by construing the word "direction" in isolation to establish contractual control as a matter of law, and whether Baird/Williams lacked actual control. - Martinez (Response to Petition (Respondent), PDF p. 12): (1) whether the court of appeals correctly concluded Baird/Williams retained contractual control where the subcontract required all work to be done "under the direction of and to the satisfaction of" it and other provisions reinforce that reading; and (2) whether Baird/Williams conclusively established a lack of actual control. ## Standard(s) of Review The case comes up on summary judgment that the general contractor owed no duty, and the essential question is whether it had contractual or actual control over Martinez's work (Brief on the Merits (Petitioner), PDF pp. 8, 10). ## Legal Arguments **Whether the subcontract gave Baird/Williams contractual control.** **Baird/Williams (Petitioner):** A general contractor is liable only when the contract "explicitly assigns" it the right to control the means, methods, or details of the injury-causing work; here four provisions assign control to Amos, and the court of appeals found control instead in a boilerplate "Interpretation" paragraph about direction and a reserved right to correct unsafe work, which would turn routine boilerplate into duties (Brief on the Merits (Petitioner), PDF pp. 19-20). In reply, it says the "under the direction of" clause conveys authority over what work is done, not how, and that the opinion below erases that line (Reply to Response (Petitioner), PDF p. 2). **Martinez (Respondent):** Baird/Williams isolates the word "direction" from its context and established meaning; because all of Amos's work was to be done under its direction, and it could provide fall protection and take corrective action and backcharge Amos, it retained some control over the manner of the work, consistent with a sister court's reading of identical language (Response to Petition (Respondent), PDF pp. 20, 38). **Whether Baird/Williams exercised actual control.** **Baird/Williams (Petitioner):** The undisputed record shows Amos selected the worker, the task, the stepladder and the decision to forgo fall protection, and no Baird/Williams employee instructed Martinez, so the Court should review this ground the court of appeals did not decide and render a take-nothing judgment (Brief on the Merits (Petitioner), PDF p. 20). **Martinez (Respondent):** He raised a fact issue that Baird/Williams's job superintendents exercised actual control over the injury-causing work, making summary judgment inappropriate on this alternative ground (Response to Petition (Respondent), PDF p. 21). ## Stated Reasons the Court Should Take the Case Baird/Williams argued that the court of appeals fashioned a new legal duty that undermines this Court's precedent by construing "direction" in isolation to establish contractual control as a matter of law (Petition for Review (Petitioner), PDF p. 15). Martinez argued that the court of appeals properly construed the clause in context and that a fact issue exists on actual control (Response to Petition (Respondent), PDF pp. 20-21). ## Practice Area Tags construction-law, personal-injury ## Procedural Posture/Vehicle Petition for review from the Third Court of Appeals (Austin); granted June 19, 2026. Oral argument: November 5, 2026. ## Amicus Involvement - An amicus curiae brief was filed; it is not summarized here. --- Source: The SCOTX Report, https://scotxreport.com/cases/25-1097. AI-generated summary of the Court's opinion, orders and the parties' briefs, with pin cites to the page of each document; verify against the Court's own documents at search.txcourts.gov.