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Before the Court are Plaintiff Vertex Solutions LLC's Motion for Summary Judgment and Defendant GreenLeaf Technologies, Inc.'s Cross-Motion for Partial Summary Judgment. Having considered the motions, responses, replies, summary judgment evidence, and applicable law, the Court rules as follows:

I. Background

This case arises from a software development contract between Plaintiff Vertex Solutions LLC ("Vertex") and Defendant GreenLeaf Technologies, Inc. ("GreenLeaf"). Vertex agreed to develop custom inventory management software for GreenLeaf for $180,000. GreenLeaf paid $120,000 but refused to pay the final $60,000 installment, claiming the software was defective. Vertex sued for breach of contract. GreenLeaf answered and counterclaimed for breach of contract and breach of warranty, seeking return of the $120,000 paid.

Vertex moves for summary judgment on its breach of contract claim, arguing that it delivered conforming software and is entitled to the unpaid balance. GreenLeaf cross-moves for partial summary judgment on its affirmative defense of prior material breach, arguing that Vertex's delivery of non-conforming software bars Vertex's recovery.

II. Summary Judgment Standard

Summary judgment is proper when "there is no genuine issue as to any material fact and the moving party is entitled to judgment as a matter of law." TEX. R. CIV. P. 166a(c). The movant bears the burden of establishing that no genuine issue of material fact exists. Once the movant meets this burden, the burden shifts to the nonmovant to present evidence raising a genuine issue of material fact.

III. Analysis

A. Vertex's Motion for Summary Judgment

Vertex argues it is entitled to summary judgment because it delivered the software by the contractual deadline and the software meets the specifications in Exhibit A. Vertex contends that GreenLeaf's complaints concern features or performance levels not required by the contract.

GreenLeaf responds that genuine issues of material fact exist regarding whether the software conforms to the specifications, specifically: (1) whether a 15-20% inventory counting error rate is within "acceptable industry tolerances," and (2) whether a reporting function that crashes at 500 line items satisfies the specification for "custom reports based on user-selected parameters."

The Court finds that genuine issues of material fact preclude summary judgment for Vertex.

The phrase "acceptable industry tolerances" in Exhibit A is ambiguous. The contract does not define this term, and the parties present conflicting evidence regarding its meaning. Vertex's own lead developer testified that 15-20% variance "would be outside what I'd consider acceptable." GreenLeaf's expert opines that industry standards expect accuracy within 1-2%. This factual dispute must be resolved by the trier of fact.

Similarly, the parties dispute whether the reporting function meets the contractual specifications. The specification requires "custom reports based on user-selected parameters." GreenLeaf argues a user should reasonably expect to generate a report of the company's full inventory—a "user-selected parameter." Vertex argues the specification does not guarantee any particular report size. This dispute over the reasonable interpretation of the specification presents a fact question.

Vertex's Motion for Summary Judgment is DENIED.

B. GreenLeaf's Cross-Motion for Partial Summary Judgment

GreenLeaf moves for summary judgment on its affirmative defense that Vertex's prior material breach bars Vertex's recovery. GreenLeaf argues the undisputed evidence establishes that the software contains material defects.

Vertex responds that GreenLeaf has not established the defects are material or that Vertex breached the contract. Vertex argues the software substantially conforms to the specifications and any deficiencies are minor.

The Court finds that genuine issues of material fact preclude summary judgment for GreenLeaf on this issue.

Whether a breach is "material" depends on multiple factors, including the extent to which the injured party will be deprived of the benefit reasonably expected, the likelihood that the breaching party will cure, and the extent of performance already rendered. See RESTATEMENT (SECOND) OF CONTRACTS § 241. These factors require weighing evidence and assessing credibility—tasks for the factfinder, not the Court on summary judgment.

GreenLeaf's Cross-Motion for Partial Summary Judgment is DENIED.

IV. Conclusion

For the foregoing reasons, it is hereby ORDERED that:

1. Plaintiff Vertex Solutions LLC's Motion for Summary Judgment is DENIED.
2. Defendant GreenLeaf Technologies, Inc.'s Cross-Motion for Partial Summary Judgment is DENIED.
3. This matter shall proceed to trial on all claims and counterclaims.
4. The parties are ORDERED to appear for a final pretrial conference on [DATE] at [TIME].

SIGNED this ____ day of _____________, 2026.

HON. PATRICIA SANDOVAL
Judge, 201st Judicial District Court
Travis County, Texas