## Facts

- Equistar Chemicals, LP purchased two specially designed ethane pumps from ClydeUnion DB, Ltd., intending to use one pump and keep the other as a spare.
- After installation and startup in December 2012, the first pump failed and was shut down; it exhibited subsynchronous vibrations.
- In January 2013, the pump was restarted but shut down again after a few hours due to overheating bearings.
- The second pump later experienced similar problems; an outside company determined the pumps’ internal shafts were cracked.
- By November 2013, Equistar returned to using its original pumps and later retained another company to repair the ClydeUnion pumps.
- Equistar withheld part of the purchase price; ClydeUnion counterclaimed for the unpaid amount.
- Equistar sued for breach of express and implied warranties; ClydeUnion counterclaimed for breach of contract based on nonpayment.
- The jury found ClydeUnion breached an express warranty and Equistar breached the contract; it awarded damages to both sides, but also found Equistar did not give ClydeUnion a reasonable opportunity to cure the warranty breaches.
- The trial court rendered judgment that Equistar take nothing and awarded ClydeUnion its contract damages plus costs, treating the “opportunity to cure” finding and the offer-of-settlement cost-shifting regime as defeating Equistar’s recovery.

## Issues

1. Whether the trial court abused its discretion by admitting ClydeUnion’s expert damages testimony as reliable and nonconclusory.
2. Whether the trial court abused its discretion by excluding a letter from ClydeUnion’s counsel offered by Equistar.
3. Whether, under Texas UCC provisions governing accepted nonconforming goods, a buyer must provide a seller a reasonable opportunity to cure as a prerequisite to warranty damages, making the jury’s cure finding legally material.
4. Whether, under Texas’s offer-of-settlement statute and rule (Chapter 42 and Rule 167), the trial court erred by failing to offset the parties’ competing damage awards before applying cost-shifting and rendering a net judgment.

## Decision

- The court of appeals affirmed the admission of ClydeUnion’s expert testimony.
- The court of appeals affirmed the exclusion of the attorney letter.
- The court of appeals held the jury’s “reasonable opportunity to cure” finding was immaterial and could not be used to bar Equistar’s warranty damages after acceptance of goods.
- The court of appeals held the trial court misapplied the offer-of-settlement framework by not offsetting the parties’ damage awards before considering cost-shifting.
- The court reversed the trial court’s judgment and rendered judgment that both parties take nothing on their respective claims.

## Legal Principles

- Pumps sold in a commercial transaction are “goods” governed by Texas’s UCC provisions.
- After a buyer accepts nonconforming goods, the buyer preserves warranty remedies by giving the seller timely notice of breach; the UCC does not impose an additional requirement that the buyer provide a separate, reasonable opportunity to cure as a condition to damages.
- A jury finding is immaterial and must be disregarded when it concerns a purported prerequisite that the governing law does not require for recovery.
- Under Chapter 42 and Rule 167, when both parties obtain damage awards, the court must offset the awards to determine the net judgment amount before comparing the result to a qualifying settlement offer for cost-shifting purposes.
- Trial courts retain broad discretion over expert admissibility and evidentiary rulings; appellate review focuses on abuse of discretion and reliability/relevance standards.

## Conclusion

The court held that, for accepted defective goods, timely UCC notice—not an added “opportunity to cure”—controls the buyer’s warranty remedies, and that offer-of-settlement cost-shifting must be evaluated after offsetting competing awards; it reversed and rendered a take-nothing judgment for both parties.


Equistar Chems., LP v. ClydeUnion DB, Ltd., 579 S.W.3d 505 (Tex. App.—Houston [14th Dist.] 2019)