JUSTICE BLACKLOCK delivered the opinion of the Court. As happens all the time in modern business, the parties to this contract dispute sent each other many e-mails prior to the anticipated signing of a formal written agreement. Though no formal written agreement was ever executed, the plaintiffs claimed the various e-mails, taken together, amount to an enforceable written contract satisfying the statute of frauds. See TEX. BUS. & COM. CODE §§ 26.01–.02 (Texas’s primary statute of frauds). They sued for breach of that alleged contract and for tortious interference with it. The defendants argued the statute of frauds bars the claims, and the trial court granted summary judgment for the defendants on all claims. The court of appeals affirmed summary judgment on the tortious interference claim but reversed as to the breach of contract claim. The court of appeals concluded that the e-mails, taken together, satisfy the statute of frauds and amount to a contract enforceable against the defendants. We disagree. The e-mails containing many of the alleged deal’s principal terms are part of a forward-looking request to negotiate a contract. Neither those e-mails nor any other writing evidences the defendant’s agreement to the particular terms stated in the e-mails. As a result, there is no “written memorandum which is complete within itself in every material detail,” as required by the statute of frauds. Cohen v. McCutchin, 565 S.W.2d 230, 232 (Tex. 1978). The court of appeals’ judgment on the contract claim is reversed, and judgment is rendered that the plaintiffs take nothing on all their claims. I. Background The plaintiffs[1] (Landowners) individually or collectively own land in Lavaca and Dewitt Counties. In 2011, the Landowners granted easements to Copano,[2] for the construction, operation, and maintenance of a 24-inch pipeline on their properties. The original easement was 30 feet wide, and the pipeline was completed as agreed. In December 2012, Copano approached the Landowners about obtaining a second easement to construct another 24-inch pipeline on their properties. James Sanford, a landman with Copano, contacted Marcus Schwartz, an attorney representing the Landowners, to discuss the proposed second easement. The record includes a series of e-mails about the proposed easement. The focus of the parties’ dispute is whether those e-mails amount to a contract to purchase the proposed easement satisfying the statute of frauds. On December 6, Debbie Bujnoch,[3] who was Schwartz’s secretary, e-mailed Sanford and informed him that Schwartz was available for a meeting on December 11 or 13. Sanford responded to Bujnoch by e-mail, suggesting December 11 for the meeting. On December 7, Bujnoch and Sanford exchanged several more e-mails. Bujnoch e-mailed Sanford: “In preparation for the meeting on the 11th, Mr. Schwartz needs to know the size of the NGL line Copano is proposing to put in. He needs [it] for valuation and discussion with our clients.” Sanford responded: It will be a 24 inch gas line. We will preserve the 2nd line right we purchased for condensate. I will be asking for an additional 20 feet of new right of way. We will be laying the line generally on the North side of the existing 24 inch line (temporary workspace side). I will be asking for an additional 20 feet of temporary workspace. James Bujnoch responded: “dry gas or liquid?” Sanford responded: “Rich gas.” Bujnoch responded: “By that do you mean NGL?” Sanford finally responded: When we purchased the original easement for the 24 inch line we purchased the rights for a second 12 inch liquid line. We will be buying an additional 20 foot easement contiguous to the first easement for a 2nd 24 inch gas line. The rights to lay the 12 inch liquid line will be unchanged. James All of Sanford’s e-mails on December 7 use the subject line “Meeting with Schwartz.” None of the December 6 and 7 e-mails from Sanford to Bujnoch copied Schwartz. No writing indicates whether the anticipated December 11 meeting took place or, if it did, what Sanford and Schwartz discussed or agreed at the meeting. On January 30, 2013, Sanford and Schwartz exchanged e-mails for the first time. Sanford wrote to Schwartz and Bill Caraway, another attorney for the Landowners, stating: Mark/Bill, Pursuant to our conversation earlier, Copano agrees to pay your clients $70.00 per foot for the second 24 inch line it proposes to build. In addition to this amount Copano agrees to address and correct the damages to your client’s property caused due to the construction of the first 24 inch line. Please confirm that Copano has access to your client’s property for survey and environmental. Thanks, James James Sanford, Director, Right-of-Way Services Copano Energy Schwartz responded to Sanford: “James: In reliance on this representation we accept your offer and will tell our client you are authorized to proceed with the survey on their property. We would appreciate you letting them know a reasonable time before going on their property. mfs/bbc.” On February 1, 5, 6, 11, and 22, six letters were sent to the Landowners, including two letters sent on February 6. The letters were sent by landman Thomas Goolsby, employed by Percheron Field Services and acting on behalf of Copano. Each letter states that Copano is offering to amend the original pipeline easement per an attached amendment and amended plat. The amendments are not included in the record, but an amended “bubble plat” is attached, consisting of a survey of the existing easement and circular images of small sections of the proposed new easement, providing a magnified view of the existing pipeline and the proposed expansion of the existing easement from 30 to 50 feet.[4] The “bubbles” show that the new easement would in some locations fall north of the existing easement and in some locations south of the old easement. The surveys state, “PRELIMINARY (NOT FOR RECORDING)” (emphasis in original). In contrast to the above-described January 30 e-mail from Sanford, which offered the Landowners $70 per foot for the easement, the February letters offer $15 or $25 per foot. None of these offers for the reduced amounts was accepted. On February 12, 2013, Sanford sent an e-mail to Schwartz concerning one of the Landowners, Transportation Equipment, Inc.[5] The e-mail states: “Copano agrees that it will pay Transportation[,] Inc. $88.00 per foot for the easement for the new 24 inch line. Copano will also pay damages from the first 24 inch line in the total of $73,003.00. Give me a call if you have any questions. Thanks, James.” While Sanford offered $88 per foot to Transportation Equipment in this e-mail, Goolsby’s February 22 letter to Transportation Equipment offered only $15 per foot. There are no writings indicating that Transportation Equipment accepted either offer. On February 13, Debbie Bujnoch e-mailed Sanford, copying Caraway: “Please find revisions made to the amendment of row agreement for execution by our clients. If this is satisfactory please let us know and we will have our clients execute the amendments. Debbie Bujnoch, Secretary to Marcus F. Schwartz.” This e-mail attached an amendment providing that the parties desired to extend the existing easement by an additional 20 feet to accommodate a second pipeline. The amendment references a new easement “described on Exhibit ‘A’ and shown and depicted on Exhibit ‘B,’” but these attachments are not included in the summary judgment record. The amendment relates to one of the properties subject to the original easement, namely a tract held by Landowners Stanley Bujnoch, Betty A. Bujnoch, Susan K. McDowell, Shelly E. Summers, and Sandra Kay Coe. Sanford responded to this e-mail with an e-mail addressed to Bujnoch and copying Caraway: “I am fine with these changes.” The writings indicate a failure of communication within Copano. In March 2013, Defendant Kinder Morgan was in the process of acquiring Copano, and this transaction may have complicated or confused the easement negotiations. On March 14, 2013, Brent Eubank of Percheron Field Services, on behalf of Copano and purportedly on behalf of Sanford as well, sent an e-mail to Schwartz attaching a “compensation proposal” to the Landowners offering compensation of $20 to $40 per foot under five different scenarios, including scenarios where the new easement would not fully track the existing easement. The e-mail stated, Mr. Schwartz, My name is Brent Eubank and I am sending this landowner compensation proposal on behalf of Copano Pipelines/South, L.P. and James Sanford. Attached you will find a landowner compensation proposal letter. Please review this letter to better understand why we are offering your clients the amount we have. These amounts reflect what Copano is willing to pay for each scenario that we have encountered with the original agreements between Copano and your clients along this pipeline. Although we realize that Mr. Sanford has had prior contact with you on this matter, in[ ]efforts to keep compensation as fair as possible, we have provided the same letter to all attorneys representing landowners on this project. Thank you for your time, Thomas Goolsby Project Manager
