"Relocate to Dallas" Clause Ambiguous, Requires Jury Determination of Ongoing Residence Obligation
Read the Court's Opinion (PDF)
Judge Andrea K. Bouressa
In Lunderby v. Dominium Development and Acquisition, the Texas Business Court denied cross-motions for summary judgment on whether an employee who moved his family to Minnesota while maintaining an Irving apartment breached a contractual obligation to "relocate to Dallas." The court held that "relocate" is ambiguous as to duration and permanence, rendering the scope of the employee's ongoing residence obligation a fact question for the jury.
Court Staff Summary
The plaintiff signed an employment contract in 2021 agreeing to "relocate to [the] Dallas [area]." Accordingly, he moved into a house in Southlake. In 2025, his family moved to Minnesota, and he rented an apartment in Irving. Both sides moved for summary judgment on the question of whether the plaintiff was in breach of the "relocate" provision. The court denies the plaintiff's motion for partial summary judgment arguing that his move Southlake in 2021 satisfied his relocation obligations. Those obligations exist for the duration of his employment. The court denies both motions to the extent that they seek a ruling as a matter of law as to the meaning of “relocate to Dallas” and whether Lunderby complied with his relocation obligations. "Relocate" is ambiguous, so those are questions a jury will have to answer.
Background
Ryan Lunderby entered into a 2021 employment agreement with Dominium Development and Acquisition, LLC requiring him to "relocate to Dallas to serve as the cultural head of the Central Region." Lunderby purchased a home in Southlake and moved there with his family in 2021. When the parties executed an Amended and Restated Employment Agreement in 2025, the relocation provision was carried forward verbatim. In May 2025, however, Lunderby and his wife closed on a home in Minnesota, sold their Southlake residence in June 2025, and moved their minor son to Minnesota. Lunderby subsequently leased an apartment in Irving, Texas. Dominium alleged breach of the relocation clause; both parties moved for summary judgment on the interpretation and application of the "relocate to Dallas" provision.
The Competing Interpretations
Lunderby's motion for partial summary judgment sought three determinations: that the 2025 Agreement "only required him to relocate to Texas and did not require . . . his family to relocate or reside in Texas"; that the agreement was "devoid of any requirement that Lunderby's wife . . . and adolescent son permanently reside in Texas"; and that "Lunderby did, in fact, relocate to and change his physical residence to Texas in 2021, in accordance with the 2025 Agreement." Lunderby argued the relocation obligation was satisfied by his 2021 move and that his Irving apartment sufficed for any ongoing requirement. Dominium countered that "relocate to Dallas" required a permanent move with his family remaining in the Dallas area, and that Lunderby's apartment was "a false front, masking his actual move back to Minnesota."
The Court's Ambiguity Determination
Judge Bouressa denied both motions, holding that the term "relocate" is ambiguous and must be resolved by a jury. The court began with dictionary definitions, noting that "'relocate' means to 'establish or lay out in a new place,'" but found "the plain language takes the analysis only so far." Surveying out-of-state employment cases involving forced relocation, the court observed that courts consider multiple factors beyond mere workplace reporting location—including "the number of days the employee was compelled to report to a different city for work, the short-term or long-term duration of such assignment, and whether the employee's travel to that location was treated as a personal expense or a reimbursable one."
The court rejected Lunderby's position that the obligation was a one-time event satisfied in 2021, holding that such an interpretation would render the relocation incentives "meaningless if the obligation does not extend for the duration of the contract." The court also found that Dominium "did not simply contract for Lunderby to report to work in Dallas," reasoning:
Giving effect to these terms, the Court finds Dominium did not bargain for Lunderby to simply report to work in Dallas, and that "relocate to Dallas" must mean more than that.
Yet the court declined to construe the provision as a matter of law, concluding that the ambiguity surrounding permanence, family residence, and the sufficiency of Lunderby's Irving apartment required factual development. The court noted that Lunderby sought "to exclude from discovery—and ultimately, from trial—any evidence concerning the location of the residence of his wife and child," a position the court implicitly rejected by sending the matter to the jury.
Implications for Texas Commercial Practice
This decision underscores the difficulty of drafting and enforcing relocation clauses in executive employment agreements. Parties seeking certainty should specify whether the obligation is one-time or ongoing, whether it encompasses family members, what constitutes sufficient physical presence (e.g., number of days per year, primary residence), and whether maintaining a separate residence elsewhere constitutes breach. The opinion also illustrates the Business Court's willingness to submit contract interpretation questions to juries when ambiguity exists, even where the parties seek bright-line rules. Employers relying on relocation provisions tied to substantial incentive packages should anticipate that vague language will generate fact-intensive disputes over compliance, particularly where employees maintain dual residences or their families relocate away from the contractually specified area.