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April 2, 2026 Get Citation Alerts Download PDF Add Note

The Ashleigh Company, LLC and the Daren-Ordon Company, LLC v. Jason Stewart and Tarrah Ashlyn Stewart

Texas Court of Appeals, 11th District (Eastland)

• Citations: None known
• Docket Number: 11-24-00240-CV
• Nature of Suit: Contract

• Disposition: Affirmed

• Opinion

• Authorities (25)

• Cited By (0)

• Summaries (0)

• Similar Cases (11.8K)

• PDF

Disposition

Affirmed

Lead Opinion

Opinion filed April 2, 2026

In The

Eleventh Court of Appeals

No. 11-24-00240-CV

THE ASHLEIGH COMPANY, LLC AND THE DAREN-ORDON
COMPANY, LLC, Appellants
V.
JASON STEWART AND TARRAH ASHLYN STEWART,
Appellees

On Appeal from the 32nd District Court
Nolan County, Texas
Trial Court Cause No. 19760

MEMORANDUM OPINION
This appeal concerns a written agreement between the parties to this appeal
and the entitlement to $34,572.41 in interpleaded funds—the proceeds from the sale
of a past cotton harvest. After a bench trial, the trial court entered a final judgment
in favor of Appellees, Jason Stewart and Tarrah Ashlyn Stewart, and awarded them
the interpleaded funds.
In six issues, Appellants, the Ashleigh Company, LLC and the Daren-Ordon
Company, LLC (the companies), contend that the trial court erred because: (1) the
written agreement violated the statute of frauds; (2) a 2014 e-mail from Arlon
terminated that agreement; (3) the Stewarts fraudulently induced Arlon, on behalf of
the companies, to execute the agreement; (4) it excluded Mary Groves’s testimony;
(5) the Stewarts were unjustly enriched by the enforcement of the agreement; and
(6) the Stewarts were not entitled to attorney’s fees because they failed to segregate
recoverable and unrecoverable fees. We affirm.
I. Factual Background
D. Arlon Groves is the managing member of the Daron-Ordon Company and
Mary Groves is the managing member of the Ashleigh Company; the companies
own the subject farm, which is in Scurry County. In 2013, the companies executed
a written agreement with Jason, which provided that (1) Jason would receive 75%
of the crop proceeds and the companies would receive 25%, and (2) “[u]nless
notified in writing by certified mail by August 1 of either party’s desire to change,
the crop lease agreement shall renew automatically for the next crop year.”
The parties dispute the circumstances surrounding the execution of the
agreement. The companies assert that Arlon requested that several terms be included
in the agreement—a three-year lease term, the preservation of the vineyard, and a
requirement that Jason farm the property in a good and workmanlike manner. Jason
mailed the agreement to Arlon and Mary, and Arlon discussed the agreement’s terms
with Jason over the phone before he signed it. Arlon, a practicing attorney, testified
that he was suffering from diabetes and cataracts at the time and could not see well
enough to read the agreement himself. According to Arlon, Jason assured him that
the agreement included the terms he had requested. Mary was present during the
call, which occurred over speakerphone. Arlon acknowledged that Mary could have
read the agreement to him but did not, and that “blind people can sign valid
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agreements” if “somebody they know and trust reads it to them.” He also testified
that the agreement was unsigned when he received it. Arlon testified that he read
the agreement after his cataracts were removed, but he could not recall when they
were removed—he estimated sometime in 2014.
Jason gave a different account. He testified that he mailed multiple signed
copies of the agreement to Arlon and Mary and that they never questioned the terms
or requested the inclusion of the alleged additional conditions. Jason admitted it was
possible that they had a phone conversation and discussed the terms of the
agreement, but he insisted that the agreement accurately recited the terms they had
discussed. The trial court found that Arlon’s testimony regarding his reliance on
Jason’s alleged misrepresentations lacked credibility.
On August 24, 2014, Arlon sent a contentious e-mail to Jason regarding
equipment that was missing from the property and accused Jason of using it
elsewhere without authorization; the e-mail also contained the following statement:
Accordingly, as stated in the immediately preceding e-mail, your lease
of my farm is terminated immediately, effective this 24th day of
August, 2014, at 12:00 noon. You are not to engage in any farming
operations, including preparatory work, of any kind on my farm
hereafter.
After you have returned all my farm equipment, materials, and supplies
- everything which was on the place when you rented it - neither you
nor any of your employees, agents[,] or anyone working on your behalf
should ever again enter my farm, for any reason.
Jason responded to Arlon’s e-mail and explained that he had moved the equipment
into storage as he had previously informed Arlon and Mary. After this exchange,
the parties continued to operate under this agreement for the 2014 and 2015 crop
years.
In March 2016, Jason discovered that Arlon had engaged Nelson Eckert to
farm the property for that year. Arlon also sent a letter to the United States

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Department of Agriculture’s Farm Service Agency (FSA), which stated that the
companies’ “3-year lease” with Jason had “expired as of the end of the year 2015”
and that the farm was leased to Eckert for 2016 “for a term of 3 years.” Arlon later
testified that he had not terminated the agreement in writing by August 1, 2015.
Jason informed both the companies, Arlon, and Eckert that he retained the
farming rights under the lease agreement, and he intended to exercise them. Despite
this, Eckert planted cotton on the farm for the 2016 crop year, after both Jason and
Eckert separately performed some preparatory work. Jason harvested the 2016
cotton crop and had it ginned by Central Rolling Plains Co-Op in Nolan County.
When the companies and the Stewarts both claimed ownership of the crop modules,
Central Rolling Plains filed an interpleader action, which ultimately resulted in the
underlying bench trial and final judgment.
II. Standard of Review
In an appeal from a judgment after a bench trial, the trial court’s findings of
fact have the same weight as a jury verdict, and we review the sufficiency of the
evidence to support any challenged findings of fact by using the same standards that
apply to jury findings. Catalina v. Blasdel, 881 S.W.2d 295, 297 (Tex. 1994); see
Villa v. Villa, 664 S.W.3d 415, 417 (Tex. App.—Eastland 2023, no pet.). We review
the trial court’s conclusions of law de novo. Tenaska Energy, Inc. v. Ponderosa
Pine Energy, LLC, 437 S.W.3d 518, 523 (Tex. 2014). We will uphold the trial
court’s judgment, even if we determine that a conclusion of law is erroneous, if the
judgment may be sustained on any legal theory that is supported by the evidence.
BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002).
When a party challenges the legal sufficiency of the evidence to support an
adverse finding for an issue on which he did not have the burden of proof, the party
must demonstrate that no evidence supports the adverse finding. Gonzalez v.
Sanchez, 717 S.W.3d 516, 526 (Tex. App.—Eastland 2025, no pet.) (citing Exxon
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Corp. v. Emerald Oil & Gas Co., 348 S.W.3d 194, 215 (Tex. 2011)); Airpro Mobile
Air, LLC v. Prosperity Bank, 631 S.W.3d 346, 350 (Tex. App.—Dallas 2020, pet.
denied). Evidence is legally insufficient to support a finding of fact when: (1) the
record discloses a complete absence of a vital fact; (2) the court is barred by rules of
law or evidence from giving weight to the only evidence offered to prove a vital fact;
(3) the evidence offered to prove a vital fact is no more than a scintilla; or (4) the
evidence establishes conclusively the opposite of a vital fact. Pike v. Tex. EMC
Mgmt., LLC, 610 S.W.3d 763, 783 (Tex. 2020); Gunn v. McCoy, 554 S.W.3d 645,
658 (Tex. 2018). In making this determination, we credit all favorable evidence if a
reasonable factfinder could and disregard all contrary evidence unless a reasonable
factfinder could not. City of Keller v. Wilson, 168 S.W.3d 802, 827 (Tex. 2005).
When reviewing a factual sufficiency challenge, we “must consider and weigh
all of the evidence,” not just the evidence that supports the factfinder’s finding.
Gonzalez, 717 S.W.3d at 527 (quoting Mar. Overseas Corp. v. Ellis, 971 S.W.2d
402, 406–07 (Tex. 1998)). We must review the evidence in a neutral light. Id. (citing
Dow Chem. Co. v. Francis, 46 S.W.3d 237, 242 (Tex. 2001)). If we set aside a
judgment on the basis that a vital finding is not supported by factually sufficient
evidence, we must detail the evidence that is relevant to the issue and specify how
the contrary evidence greatly outweighs the evidence that supports the finding. Id.
(citing Pool v. Ford Motor Co., 715 S.W.2d 629, 635 (Tex. 1986)). A party that
challenges the factual sufficiency of an adverse finding on an issue for which it had
the burden of proof must demonstrate “that the adverse finding is against the great
weight and preponderance of the evidence.” Id. (quoting Dow Chem., 46 S.W.3d at
242). We must consider and weigh all the evidence, and we may only set aside a
verdict “if the evidence is so weak or if the finding is so against the great weight and
preponderance of the evidence” as to be clearly wrong and manifestly unjust. Dow
Chem., 46 S.W.3d at 242 (citing Pool, 715 S.W.2d at 635).
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III. Analysis
The companies challenge the enforceability of the agreement, contending that
(1) it is void under the statute of frauds, and (2) its execution was fraudulently
induced.
A. The Statute of Frauds
In their first issue, the companies contend that the agreement is unenforceable
because it violates the statute of frauds. The companies also specifically challenge
the trial court’s finding that the agreement contemplated a crop year as the measure
of time for the agreement’s enforceability. The Stewarts respond that the lease is for
a “crop year,” which is less than a calendar year, subject to termination by either
party during each crop period, and therefore the statute of frauds is not applicable.
Whether a contract is subject to the statute of frauds is a question of law that
we review de novo. Nat’l Prop. Holdings, LP v. Westergren, 453 S.W.3d 419, 426
(Tex. 2015). The statute of frauds requires that to enforce an agreement for a lease
of real property that exceeds a one-year term, the agreement must be in writing. See
TEX. BUS. & COM. CODE ANN. § 26.01(a), (b)(5) (West 2023). The party that pleads
and seeks to rely on the statute of frauds—the companies in this case—bears the
initial burden to establish its applicability. TEX. R. CIV. P. 94; Dynegy, Inc. v. Yates,
422 S.W.3d 638, 641 (Tex. 2013). To determine whether a lease is subject to the
statute, we examine the length of the agreement’s term and compare the date when
the agreement becomes effective to the date when its terms are completed. See
Stovall & Assocs., P.C. v. Hibbs Fin. Ctr., Ltd., 409 S.W.3d 790, 799 (Tex. App.—
Dallas 2013, no pet.) (citing Young v. Ward, 917 S.W.2d 506, 508 (Tex. App.—
Waco 1996, no writ)); see also Miller v. Riata Cadillac Co., 517 S.W.2d 773, 775
(Tex. 1974).
A lease for a one-year term that includes an option for the lessee to extend the
term is held to be a demise for the entire period and thus within the statute of frauds.
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See McDonald v. Roemer, 505 S.W.2d 698, 699 (Tex. App.—San Antonio 1974, no
pet.) (citing Bateman v. Maddox, 26 S.W.51, 53 (Tex. 1894)). But when either party
may terminate the lease at the conclusion of the primary term, the possibility of
renewal is not included in the measurement of the lease’s duration for statute-of-
frauds purposes. See id.
The companies argue that the agreement is an “evergreen” lease, which
continues from calendar year to calendar year and is not limited to the current crop
year. However, the agreement refers only to a “crop year.” It states that the lease
“begin[s] with the 2013 crop year” and that it shall automatically renew “for the next
crop year.” No other measure of time is recited in the agreement. Jason testified
that a crop year—the time from preparing and planting to when harvest occurs—was
less than a calendar year, which is supported by Eckert’s testimony that he began
farming the land in late February 2016 and the cotton was “stripped” and harvested
in November 2016. 1 Thus, legally and factually sufficient evidence supports the trial
court’s finding that the “measured time” in the agreement was by a crop year rather
than a calendar year. There is more than a scintilla of evidence to support the trial
court’s finding, and the finding is not so against the great weight and preponderance
of the evidence as to be clearly wrong and manifestly unjust. See Pool, 715 S.W.3d
at 635; Gonzalez, 717 S.W.3d at 527.
Even assuming that the lease is measured by a calendar year—and we do not
hold that it is—it permits either party to terminate the lease at the end of each term
by providing notice to the other by August 1.
This lease mirrors the one in McDonald, which automatically renewed and
continued from year to year unless either party provided notice of termination.

1
Eckert further confirmed that “crop-sharing agreements” such as the one used by the companies
and Jason, were common in the industry and “there was nothing about [the] agreement that was not
customary for this part of the world.”
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McDonald, 505 S.W.2d at 699. As in McDonald, because either party in this case
could terminate the lease before each renewal period, the renewal provision is not
treated as a demise for the full term. Id. And because the lease did not create a term
that exceeded one year, the statute of frauds does not apply. Id.; see Stovall, 409
S.W.3d at 799–800 (holding that oral leases for a term that is less than a year or that
could be performed within one year from the date of the agreements were not barred
by the statute of frauds).
Accordingly, we overrule the companies’ first issue. In doing so, we need not
address their remaining statute-of-frauds argument. See TEX. R. APP. P. 47.1.
B. Fraudulent Inducement
In their third issue, the companies contend that the trial court erred when it
concluded that Jason did not fraudulently induce them to execute the agreement.
A fraudulent inducement claim requires proof that: (1) the defendant made a
material misrepresentation; (2) the defendant knew at the time that the representation
was false or lacked knowledge of its truth; (3) the defendant intended that the
plaintiff should rely or act on the misrepresentation; (4) the plaintiff relied on the
misrepresentation; and (5) the plaintiff’s reliance on the misrepresentation caused
injury. Anderson v. Durant, 550 S.W.3d 605, 614 (Tex. 2018).
The companies assert that Jason made a material misrepresentation when he
“falsely responded [y]es” when Arlon “specifically asked [Jason] whether the
contract contained” Arlon’s additional terms, “fully aware that [Arlon] was unable
to read the contract and was relying on his assurances.” The trial court found that
Arlon’s testimony that he relied on Jason to explain the agreement lacked credibility,
and that Jason did not misrepresent the terms in the agreement. The record supports
the trial court’s findings. See Villa, 664 S.W.3d at 417 (A trial court’s findings of
fact have the same weight as a jury’s verdict.). Jason denied that he made the alleged
misrepresentation, and Arlon testified that, while he allegedly “couldn’t read” the
8
agreement, he was practicing law at that time and “generated documents . . .
know[ing] what [they] say[]” and he further confirmed that Mary could have read
the agreement to him.
On this record, we hold that the trial court correctly concluded that Jason did
not fraudulently induce the companies into executing the agreement. See Tenaska,
437 S.W.3d at 524; SCS Builders, Inc. v. Searcy, 390 S.W.3d 534, 539 (Tex. App.—
Eastland 2012, no pet.) (“We independently evaluate conclusions of law to
determine whether the trial court correctly drew the legal conclusions from the
facts.”).
Accordingly, we overrule the companies’ third issue.
C. Exclusion of Hearsay Testimony
In their fourth issue, the companies contend that the trial court erred when it
excluded Mary’s testimony regarding the phone conversation between Arlon and
Jason discussed above. We review a trial court’s evidentiary rulings for an abuse of
discretion, and we must uphold the trial court’s evidentiary ruling if there is any
legitimate basis for the ruling. See Gonzalez, 717 S.W.3d at 527 (citing Owens-
Corning Fiberglas Corp. v. Malone, 972 S.W.2d 35, 43 (Tex. 1998)). We will not
reverse based on a trial court’s erroneous evidentiary ruling unless the error probably
caused the rendition of an improper judgment. Id. (citing TEX. R. APP. P. 44.1).
The trial court sustained the Stewarts’ hearsay objection to Mary’s testimony
about the conversation. We note that the companies did not identify a valid, legal
basis to admit Mary’s testimony—either as non-hearsay or under an exception to the
hearsay rule.
“Hearsay” is an out-of-court statement that is offered to prove the truth of the
matter asserted in the statement. See TEX. R. EVID. 801(d). Mary testified that she
overheard the phone conversation between Arlon and Jason regarding the terms of
the lease before it was executed. Counsel for the companies asked, “What, if
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anything did [Arlon] say about what he wanted in the agreement?” Thus, her
excluded testimony would only have described what Arlon supposedly told Jason
about what he wanted included in the agreement. Such testimony concerns out-of-
court statements and were offered to prove the truth of those statements. Therefore,
the statements are hearsay. See id.; Jackson v. Johnson, No. 12-22-00297-CV, 2024
WL 1101159, at *8 (Tex. App.—Tyler March 13, 2024, no pet.) (mem. op.).
At trial, the companies’ trial counsel only argued that the Stewarts’ counsel
had an opportunity to cross-examine both Arlon and Mary, and that this rendered the
testimony non-hearsay. However, an out-of-court statement does not become non-
hearsay simply because the declarant is available to testify. See Jackson, 2024 WL
1101159, at *8. Because the companies did not articulate any basis for admitting
this testimony over the Stewarts’ hearsay objection, the trial court did not abuse its
discretion when it excluded it. See id. at *7–8 (“The proponent of hearsay has the
burden of showing that the testimony fits within an exception to the general rule
prohibiting the admission of hearsay evidence.” (citing Volkswagen of Am., Inc. v.
Ramirez, 159 S.W.3d 897, 908 n.5 (Tex. 2004))).
Accordingly, we overrule the companies’ fourth issue.
D. Termination
In their second issue, the companies contend that the trial court erred in its
conclusion that Arlon’s 2014 e-mail to Jason did not terminate the lease. However,
the companies failed to challenge any of the trial court’s factual findings on this
issue.
The trial court found that, by their subsequent conduct, the parties did not
consider the 2014 e-mail as a termination of the lease and that they intended to
continue operating under the agreement. The trial court further found that Arlon’s
February 2016 letter to the FSA indicated that Mary and Arlon did not consider that
Arlon’s 2014 e-mail had terminated the lease agreement. Moreover, Arlon testified
10
that he did not terminate the agreement in writing prior to August 1, 2015. Because
these factual findings are unchallenged, they are binding on us and the parties. In re
Estate of Richards, 703 S.W.3d 920, 931 (Tex. App.—Eastland 2024, no pet). These
findings support the trial court’s conclusion of law on this issue, and that conclusion
precludes the companies’ argument that Arlon’s 2014 e-mail terminated the lease
for the 2016 crop year. See Tenaska, 437 S.W.3d at 524; Searcy, 390 S.W.3d at 539.
Accordingly, we overrule the companies’ second issue.
E. Unjust Enrichment
In their fifth issue, the companies contend that the trial court erred when it
found that the Stewarts were not unjustly enriched by the enforcement of the
agreement. But unjust enrichment is a quasi-contractual, equitable doctrine that
generally only applies when no valid, express contract governs the subject matter of
the parties’ dispute. See McLeod v. McLeod, 644 S.W.3d 792, 809 (Tex. App.—
Eastland 2022, no pet.). Because the parties’ rights and obligations—the subject
matter of the parties’ dispute—are governed by the written lease agreement, which
we have concluded remained in effect, the unjust enrichment doctrine does not
apply. Id.; see Fortune Prod. Co. v. Conoco, Inc., 52 S.W.3d 671, 684 (Tex. 2000).
Moreover, because the lease remained in effect, Eckert had no right to enter
the farm, conduct preparatory work, or plant the 2016 crop, and was therefore a
trespasser, as the trial court correctly concluded. “The general rule is that a
trespasser who plants crops on the land acquires no title or interest in such crops as
against one lawfully entitled to possession.” Garza v. Mitchell, 607 S.W.2d 593,
601 (Tex. App.—Tyler 1980, no writ) (citing Whitfield v. Gay, 253 S.W.2d 54, 56
(Tex. App.—Eastland 1952, no writ)).
Accordingly, we overrule the companies’ fifth issue.

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F. Attorney’s Fees
In their sixth issue, the companies contend that the trial court erred when it
awarded the Stewarts attorney’s fees because they failed to segregate recoverable
and unrecoverable fees. We review de novo whether fees were required to be
segregated. Seager v. Fry, 707 S.W.3d 452, 471 (Tex. App.—Eastland 2025, no
pet.) (citing Tony Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299, 312–14 (Tex.
2006)). The duty to segregate fees does not apply when discrete legal services
advance both a recoverable and an unrecoverable claim such that the fees are so
intertwined that they need not be segregated. See Chapa, 212 S.W.3d at 313–14.
The companies’ conversion claim was asserted as a counterclaim and as an
affirmative defense to the Stewarts’ breach-of-contract claim. See id. at 312–14.
For its affirmative defense, their live pleading characterized the conversion both as
a breach of contract and as unclean hands. The equitable doctrine of unclean hands
is inapplicable to a claim for breach of contract. See Madhavan A. Pisharodi, M.D.,
P.A. v. United Biologics, L.L.C., No. 04-18-00324-CV, 2020 WL 1443561, at *6
(Tex. App.—San Antonio Mar. 25, 2020, pet. denied) (mem. op.) (citing Sammons
Enters., Inc. v. Manley, 540 S.W.2d 751, 757 (Tex. App.—Texarkana 1976, writ
ref’d n.r.e.)). And we construe the companies’ conversion-as-breach defense to be
an allegation of a prior material breach, which discharges the other party from further
performance under the contract. See Chapa, 212 S.W.3d at 314; Mustang Pipeline
Co., Inc. v. Driver Pipeline Co., Inc., 134 S.W.3d 195, 196 (Tex. 2004). The work
performed by the Stewarts’ legal counsel in addressing these defenses necessarily
overlapped with the prosecution of their breach-of-contract claim. See Chapa, 212
S.W.3d at 313–14. Likewise, the defense they asserted against the companies’
conversion counterclaim relied on the same analysis that was used to counter the
companies challenge to their affirmative defenses—that no conversion occurred.

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We conclude that the trial court did not err when it awarded unsegregated
attorney’s fees to the Stewarts. See id. Accordingly, we overrule the companies’
sixth issue.
IV. This Court’s Ruling
We affirm the judgment of the trial court.

W. STACY TROTTER
JUSTICE

April 2, 2026
Panel consists of: Bailey, C.J.,
Trotter, J., and Williams, J.

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