Full Opinion

In The Court of Appeals Ninth District of Texas at Beaumont ________________ NO. 09-24-00362-CV ________________ RAVEN HEAVY HAUL, LLC V. CINTAS CORPORATION. NO 2 ________________________________________________________________________ On Appeal from the 457th District Court Montgomery County, Texas Trial Cause No. 23-10-16033-CV ________________________________________________________________________ MEMORANDUM OPINION Cintas Corporation No. 2 (“Cintas”) sued Raven Heavy Haul, LLC (“Raven”) for breach of contract after it alleged that Raven breached a rental agreement. Cintas then filed a motion for traditional summary judgment, which the trial court granted. In a single issue, Raven complains the trial court erred by granting Cintas’s Motion for Summary Judgment because the trial court erred by allowing Cintas to redact a document supporting its motion for summary judgment without judicial authority or oversight. For the following reasons, we will affirm the trial court’s judgment. 1 Background In January 2020, Gorman Uniform (“Gorman”) and Raven entered into a rental agreement (“the Rental Agreement”) where Gorman would furnish “goods, wares, merchandise and services” to Raven. In December 2021, Cintas acquired Gorman and assumed the contract with Raven “and/or Cintas succeeded in the interest of Gorman.” According to Cintas “[Raven] expressly repudiated and breached the contract with Cintas.” In January 2023, Raven cancelled the Rental Agreement with 155 weeks remaining with “an average weekly invoice total of $221.61.” Cintas filed a breach of contract claim against Raven in October 2023. In its petition, Cintas requested “[l]iquidated damages pursuant to the Rental Agreement in the total amount of $17,174.78[]” and attorney’s fees. Raven filed a general denial and alleged affirmative defenses and special exceptions. Cintas moved for traditional summary judgment against Raven, arguing there was no genuine issue of material fact, that the parties had a valid contract, and that Raven breached the contract resulting in damages. Attached to Cintas’s amended motion for summary judgment were the following exhibits: Exhibit A: Rental Agreement between Gorman and Raven signed in January 2020 Exhibit B: Sworn affidavit of Chris Saenz, General Manager of Cintas 2 Exhibit C: Invoices from Cintas to Raven from September 13, 2022 to November 8, 2022 Exhibit D: Bill of Sale between Gorman and Cintas Exhibit E: Affidavit in support of Attorney’s fees Raven filed Defendant’s Response to Plaintiff’s Motion for Summary Judgment in which it argued that there was not a valid contract between Cintas and Raven because of the following reasons: (1) [no] consent by Defendant to a change or modification of the Gorman contract, (2) Defendant did not enter into a contract with Plaintiff under the terms of the Gorman agreement, (3) Gorman is not a party to the lawsuit, (4) Gorman and Defendant have no written agreement changing or modifying the contract, (5) Plaintiff Motion for Summary Judgment claims assumption of the Gorman contract but fails to provide proof for which Defendant denies the assumption is genuine and (6) Plaintiff is estopped for claiming under the Gorman contract. Attached to their response were the following exhibits: Exhibit 1: Affidavit of Rayna Sonsel, Manager for Raven Exhibit 2: Defendant’s First Amended Original Answer and Special Exceptions Exhibit 3: Rental Agreement between Gorman and Raven signed in January 2020 Exhibit 4: Affidavit in support of request for attorney’s fees On May 24, 2024, the trial court granted Cintas’s motion for summary judgment. Raven filed a Motion for Reconsideration which the trial court granted. Cintas then filed Plaintiff’s Supplement to Plaintiff’s Amended Motion for Summary 3 Judgment, to which it attached Exhibit F, Supplemental Affidavit of Chris Saenz, and Exhibit G, Asset Purchase Agreement between Gorman and Cintas in which portions of the Asset Purchase Agreement were redacted. In response, Raven filed Defendant’s Second Amended Response to Plaintiff’s Amended and Supplement to Motion for Summary Judgment arguing the Plaintiff’s summary judgment should be denied because there is a “genuine issue of material fact” regarding the modification of the Rental Agreement, namely, whether Raven entered into a valid contract with Cintas under the terms of the Gorman agreement. Raven also objected to the supplemental affidavit of Chris Saenz, in which Raven argues “Chris Saenz is not a signatory to Exhibit ‘F’, does not provide a date in which he became general manager, redacts significant portions of the purchase agreement as ‘irrelevant and proprietary’ making it indeterminable as to what manner a ‘customer contract and customer accounts’ were acquired and the limitations thereof, if any.” On July 22, 2024, the trial court granted Cintas’s amended summary judgment and awarded Cintas liquidated damages, attorney fees, interest and costs. Raven timely filed this appeal. Issue One In a single issue, Raven challenges the trial court’s summary judgment order. Raven argues, “The Court erred in delegating its judicial responsibility to adjudicate 4 relevance, confidentiality, and trade secret protections by deferring to a party opinion on the exclusion of such evidence in a summary judgment disposition.” Standard of Review We review a trial court’s decision to grant summary judgment de novo. See Shell Oil Co. v. Writt, 464 S.W.3d 650, 654 (Tex. 2015) (citation omitted). We view the evidence in the light most favorable to the nonmovant. See id. (citing City of Keller v. Wilson, 168 S.W.3d 802, 824 (Tex. 2005)). In doing so, we indulge every reasonable inference and resolve any doubts against the motion. See City of Keller, 168 S.W.3d at 824. “Undisputed evidence may be conclusive of the absence of a material fact issue, but only if reasonable people could not differ in their conclusions as to that evidence.” Buck v. Palmer, 381 S.W.3d 525, 527 (Tex. 2012) (citation omitted). A party moving for traditional summary judgment has the burden of establishing there is no genuine issue of material fact and that it is entitled to judgment as a matter of law. See Tex. R. Civ. P. 166a(c); AEP Tex. Cent. Co. v. Arredondo, 612 S.W.3d 289, 293 (Tex. 2020); Lightning Oil Co. v. Anadarko E&P Onshore, LLC, 520 S.W.3d 39, 45 (Tex. 2017) (citations omitted). With a traditional motion for summary judgment, the nonmovant has no burden to respond “‘unless and until’” the movant conclusively establishes its cause of action or defense as a matter of law. Energen Res. Corp. v. Wallace, 642 S.W.3d 502, 514 (Tex. 2022) 5 (citation omitted); see also Tex. R. Civ. P. 166a(c). “If the movant carries this burden, the burden shifts to the nonmovants to raise a genuine issue of material fact precluding summary judgment.” Lujan v. Navistar, Inc., 555 S.W.3d 79, 84 (Tex. 2018) (citation omitted). On appeal, Raven argues the trial court erred by making implicit rulings on each party’s objections to the summary judgment evidence. Raven contends that Saenz’s affidavit relies on a “heavily redacted ‘Asset Purchase Agreement’ [which] was redacted in order to avoid irrelevant and proprietary information from being disclosed.” According to Raven, the trial court erred by relying on the redacted documents to grant summary judgment in favor of Cintas. Raven contends that Cintas “usurp[ed] . . . judicial determination” by redacting the asset purchase agreement, a determination that “solely rest[s] with the trial court, there is no showing made – by clear, positive, and direct testimony – that the witness has the expertise or the experience to opine as to legal relevance and what constitutes protected proprietary information.” According to Raven, the burden was on Cintas to demonstrate to the trial court that the information qualifies for protection. This requires the trial court to conduct an “[i]n camera inspection of the materials to determine whether such unsupported claims are valid and appropriate.” “Generally, a party is required to obtain an express ruling on its objections to summary judgment evidence.” Pink v. Goodyear Tire & Rubber Co., 324 S.W.3d 6 290, 300 (Tex. App.—Beaumont 2010, pet. dism’d). “[A] trial court’s ruling on an objection to summary judgment evidence is not implicit in its ruling on the motion for summary judgment; a ruling on the objection is simply not ‘capable of being understood’ from the ruling on the motion for summary judgment.” Well Solutions, Inc. v. Stafford, 32 S.W.3d 313, 317 (Tex. App.—San Antonio 2000, no pet.). Raven argues on appeal that the agreement relied on by Saenz should be admitted in its entirety under the “Rule of Optional Completeness” or in the alternative, ruled on by the trial court to determine if redactions are appropriate. Texas Rule of Evidence 106 states that “[i]f a party introduces all or part of a writing or recorded statement, an adverse party may introduce, at that time, any other part—or any other writing or recorded statement—that in fairness ought to be considered at the same time.” Tex. R. Evid. 106. The Texas Rule of Evidence 107 regarding the Rule of Optional Completeness states the following: If a party introduces part of an act, declaration, conversation, writing, or recorded statement, an adverse party may inquire into any other part on the same subject. An adverse party may also introduce any other act, declaration, conversation, writing, or recorded statement that is necessary to explain or allow the trier of fact to fully understand the part offered by the opponent. “Writing or recorded statement” includes a deposition. Id. 107. Although Raven objected to the affidavit in its Supplemental Response to Cintas, it did not obtain a ruling on its objection. See Aronbayev v. Haley, 2026 Tex. App. LEXIS 7612, at *11 n.3 (Tex. App.—Tyler Aug. 12, 2026, no pet.) (internal 7 quotations omitted) (holding a party failed to preserve their issue for appeal because “[i]f a party objects to an opponent’s summary-judgment evidence, the evidence remains part of the summary judgment proof unless an order sustaining the objection is reduced to writing, signed, and entered of record.”); see also Martinez v. Furmanite Am. Inc., No. 04-17-00318-CV, 2018 Tex. App. LEXIS 7642, at *6-8 (Tex. App.—San Antonio Sept. 19, 2018, pet. denied) (same). Additionally, Raven did not attempt to introduce the complete document and get a ruling from the trial court at the summary judgment stage. See Sorrow v. Harris Cnty., No. 14-15-00571- CV, 2016 Tex. App. LEXIS 9156, at *11-12 (Tex. App.—Houston [14th Dist.] Aug. 23, 2016, pet. denied) (holding the appellant failed to preserve his complaint for appeal because it did not attempt to introduce evidence under Rule 107 and “the trial court did not exclude any such evidence.”). Finally, Raven argues that the trial court erred under Texas Rule of Civil Procedure 192.6 in failing to conduct an in camera inspection of the documents to determine privilege. After a discovery request is received, the responding party may withhold privileged information and comply with Rule 193.3 by stating information has been withheld and identifying the privilege asserted. See Tex. R. Civ. P. 193.3(a). If requested, the trial court must conduct a hearing, and if necessary, an in camera inspection, to determine whether the privilege properly applies. See id. 193.4(a). The record does not indicate Raven made a discovery request for an 8 unredacted copy of the Asset Purchase Agreement, nor does the record indicate that either party requested a hearing or an in camera inspection. We conclude no request for in camera inspection was preserved for appeal. See In re M., No. 09-12-00179- CV, 2012 Tex. App. LEXIS 3934, at *5 (Tex. App.—Beaumont May 12, 2012, orig. proceeding) (mem. op.); Tex. R. App. P. 33.1. To the extent Raven’s summary judgment response can be construed to assert that the unredacted portions of the Asset Purchase Agreement were insufficient to conclusively establish that Cintas acquired Gorman’s rights, assets and accounts, and that Cintas was Gorman’s successor in interest, we disagree. Despite redactions, the version of the Asset Purchase Agreement contained in the record indicates Cintas acquired all of Gorman’s assets, including “[a]ll customer contracts and customer accounts of any nature existing in connection with the Business and all claims and rights under customer contracts, agreements, commitments with customers[.]” The exhibit includes a heavily redacted copy of Schedule 2.16(a) Revenues per Customer Account, indicating Raven’s accounts were among those on the schedule. Raven did not provide the trial court any evidence creating a genuine issue of material fact with respect to whether Cintas acquired Gorman’s rights under the Rental Agreement. We overrule Raven’s sole issue on appeal. 9 Conclusion Having overruled Raven’s single issue on appeal, we affirm the trial court’s judgment. AFFIRMED. KENT CHAMBERS Justice Submitted on June 18, 2026 Opinion Delivered October 15, 2026 Before Johnson, Wright and Chambers, JJ. 10