TENNECO INC., TENNECO OIL COMPANY, ENRON NATURAL GAS LIQUIDS CORPORATION, ENRON LIQUIDS PIPELINE COMPANY, ENRON LIQUIDS PIPELINE, L.P., AND ENRON CORP., PETITIONERS v. ENTERPRISE PRODUCTS COMPANY, MERIDIAN OIL HYDROCARBONS, INC., UNION PACIFIC FUELS, INC., AND TEXACO EXPLORATION AND PRODUCTION, INC., RESPONDENTS, 925 S.W.2d 640

Summary

Respondent enterprise parties filed an action against petitioner entities, claiming that petitioners had not complied with the restated operating agreement for a natural gas fractionation plant. Respondent alleged that petitioners' first stock transfer violated the raw-make delivery obligations under the agreement. Respondent alleged that the second and third stock transfers triggered the right of first refusal under the agreement. The trial court granted summary judgment for petitioners, but the appellate court reversed. Petitioners sought review. The court reversed the appellate court. The court held that the first stock transfer did not violate the raw-make delivery obligation because respondent waived compliance by accepting petitioner as an owner without enforcing the obligation. The second stock transfer did not invoke the right of first refusal because the transfer was a sale of stock and not a sale of assets. Summary judgment was properly granted as to the third transfer ...