fraudulent inducement claim in Texas

2025Conclusion Having overruled Garner’s six issues, we affirm the trial court’s final judgment. /s/ Elizabeth Kerr Elizabeth Kerr Justice Delivered: October 9, 2025 38 Garner cites Formosa Plastics Corp. USA v. Presidio Engineers and Contractors, Inc. to argue that she has asserted a fraudulent-inducement claim that is not barred by the economic-loss rule. 960 S.W.2d 41, 46 (Tex. 1998).

2024Pappy’s moved for summary judgment only on the ground that the fraudulent inducement claim is “not viable in light of Plaintiff’s breach of contract claim.” However, “the legal duty not to fraudulently procure a contract is separate and independent from the duties established by the contract itself.” Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d 41, 46 (Tex. 1997).

2025See Haase, 62 S.W.3d at 796 (“We hold that a plaintiff cannot assert a fraudulent inducement claim in the absence of a contract.”).

2020Thus, a fraudulent inducement claim has the same elements as a fraud claim, plus the added element that the fraud related to a binding contract between the parties. 8 Id. 8 On appeal, FieldTurf contends that the trial court’s order granting its motions for summary judgment as to Pleasant Grove’s fraudulent inducement claims should be affirmed because there is no evidence that there was a contract between FieldTurf and Pleasant Grove.

2022See Schlumberger, 959 S.W.2d at 181 (“We emphasize that a disclaimer of reliance . . . will not always bar a fraudulent inducement claim.”). 20 Even if the Astra individuals owed fiduciary duties to disclose material information to Petrobras during the negotiations leading up to the 2012 settlement agreement, we cannot conclude that Petrobras could not have knowingly and intentionally disclaimed reliance on the individuals’ representations under these circumstances.

2019II, Inc. v. Celotex Corp., 192 S.W.3d 225 , 230–31 (Tex. App.—Houston [14th Dist.] 2006, pets. denied) (concluding that the Prudential exceptions “still stand, subject to a small exception to the fraudulent-inducement exception carved out by Schlumberger [Technology Corp. v. Swanson, 959 S.W.2d 171 (Tex. 35 In Prudential, the buyer, a knowledgeable real estate investor who owned an interest in at least 30 commercial buildings and who was president of a Dallas commercial property management firm that had developed, built, rehabilitated, owned, or managed properties valued altogether at around $

2023App. P. 44.1. 9 In Forest Oil Corp. v. McAllen, the supreme court listed the following non- exclusive factors to consider in determining whether a disclaimer of reliance bars a fraudulent-inducement claim: (1) whether the contract terms were negotiated rather than boilerplate and whether the parties specifically discussed the disputed issue during negotiations; (2) whether the complaining party was represented by counsel; (3) whether the parties dealt with each other in an arm’s-length transaction; (4) whether the parties were knowledgeable in business matters; and (5) whether the release lang

2023They do not mention the evidence on which Blackburne relied, and they do not explain why they believe that 13 But see Forest Oil Corp. v. McAllen, 268 S.W.3d 51 , 53–54, 61 (Tex. 2008) (specific waiver-of-reliance language can contractually bar a fraudulent-inducement claim, but this “should not be construed to mean that a mere disclaimer standing alone will forgive intentional lies regardless of context”). 14 evidence has no probative value.

2013See In re FirstMerit Bank, 52 S.W.3d 749, 758 (Tex.2001) (explaining that a fraudulent-inducement claim requires proof of reliance on a false representation); cf. Williams v. Dardenne, 345 S.W.3d 118, 126 (Tex.App.Houston [1st Dist.] 2011 pet. denied) (“[A] party who has actual knowledge of specific facts cannot have relied on a misrepresentation of the same facts.”).

2013See In re FirstMerit Bank, 52 S.W.3d 749, 758 (Tex. 2001) (explaining that a fraudulent-inducement claim requires proof of reliance on a false representation); cf. Williams v. Dardenne, 345 S.W.3d 118, 126 (Tex. App.— Houston [1st Dist.] 2011 pet. denied) (―[A] party who has actual knowledge of specific facts cannot have relied on a misrepresentation of the same facts.‖).

2025Co. of Am., 341 S.W.3d 323, 332 (Tex. 2011))); Pogue v. Williamson, 605 S.W.3d 656 , 666 (Tex. App.— Houston [1st Dist.] 2020, no pet.) (“[S]imilar to how demonstrating fraudulent inducement can, as a matter of law, preclude a contract’s ‘as-is’ clause, proof of an enforceable disclaimer-of-reliance clause can, as a matter of law, preclude a fraudulent-inducement claim.”).

2019Co. of Am., 341 S.W.3d 323, 332 (Tex. 2011) (explaining that while fraudulent inducement is almost always grounds to set aside a contract despite a merger clause, in certain circumstances, it may be possible for a contract’s terms to preclude a fraudulent inducement claim by a clear and specific disclaimer-of-reliance clause, i.e., when sophisticated parties represented by counsel disclaim reliance on representations about a specific matter in dispute); Volmich, 2013 WL 978770 , at *3 (citing Prudential, 896 S.W.2d at 161 ). 41 Regardless of the presence of an “as is” clause, however, when fal

2025A fraudulent-inducement claim “requires proof that: (1) the defendant made a material misrepresentation; (2) the defendant knew at the time that the representation was false or lacked knowledge of its truth; (3) the defendant intended that the plaintiff should rely or act on the misrepresentation; (4) the plaintiff relied on the misrepresentation; and (5) the plaintiff’s reliance on the misrepresentation caused injury.” Id.

2022Elements of a fraudulent-inducement claim Fraudulent inducement is a “species of common-law fraud” that “arises only in the context of a contract.” Anderson v. Durant, 550 S.W.3d 605, 614 (Tex. 2018).

2026Id.

2025See Lufkin Indus., 573 S.W.3d at 228 (stating plaintiff must show “the defendant knew at the time that the representation was false or lacked knowledge of its truth” and “the defendant falsely promise[d] to perform a future act while having no present intent to perform it.”) (emphasis added).

2020Cf. Sharyland Water Supply Corp., 354 S.W.3d at 417 (“We . . . declined to extend DeLanney to a fraudulent inducement claim, even when the claimant suffered only economic losses to the subject of a contract.”) (citing Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d 41, 46 (Tex. 1998)); Sharyland Water Supply Corp., 354 S.W.3d at 418 (”. . . [p]ure economic loss is commonly recoverable in certain torts”) (quoting Powers & Niver, supra at 492).

2020Cf. Sharyland Water Supply Corp., 354 S.W.3d at 417 (“We . . . declined to extend DeLanney to a fraudulent inducement claim, even when the claimant suffered only economic losses to the subject of a contract.”) (citing Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc., 960 S.W.2d 41, 46 (Tex. 1998)); Sharyland Water Supply Corp., 354 S.W.3d at 418 (”. . . [p]ure economic loss is commonly recoverable in certain torts”) (quoting Powers & Niver, supra at 492).

2020See Formosa Plastics Corp. USA, 960 S.W.2d at 46 (“it is well established that the legal duty not to fraudulently procure a contract is separate and independent from the duties established by the contract itself”); Reservoir Sys., Inc. v. TGS-NOPEC Geophysical Co., 335 S.W.3d 297, 308 (Tex. App.—Houston [14th Dist.] 2010, pet. denied) (“Tort damages are recoverable for a fraudulent-inducement claim irrespective of whether the fraudulent representations are later subsumed in a contract or whether the plaintiff only suffers an economic loss related to the subject matter of the contract.”).

2012See id; see also Formosa, 960 S.W.2d at 47 ; Reservoir Sys., Inc. v. TGS-NOPEC Geophysical Co., L.P., 335 S.W.3d 297, 308 (Tex.App.-Houston [14th Dist.] 2010, pet. denied) (“Tort damages are recoverable for a fraudulent-inducement claim irrespective of whether the fraudulent representations are later subsumed in a contract or whether the plaintiff only suffers an economic loss related to the subject matter of the contract.”).

2018Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 435 (Tex. 1986).

2016“Intent is a fact question within the-realm of the trier of fact because it is dependent upon the credibility of witnesses and the weight to be given to their testimony.” Nwokedi v. Unlimited Restoration Specialists, Inc., 428 S.W.3d 191, 199 (Tex.App.-Houston [1st Dist.] 2014, pet. denied) (citing Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 434 (Tex.1986)).

2014DRC Parts & Accessories, L.L.C. v. VM Motori, S.P.A., 112 S.W.3d 854, 858 (Tex.App.-Houston [14th Dist.] 2003, pet. denied); see also Haase v. Glaz-ner, 62 S.W.3d 795, 798-99 (Tex.2001) (“That is, with a fraudulent inducement claim, the elements of fraud must be established as they relate to an agreement between the parties.”).

2014DRC Parts & Accessories, L.L.C. v. VM Motori, S.P.A., 112 S.W.3d 854, 858 (Tex. App.—Houston [14th Dist.] 2003, pet. denied); see also Haase v. Glazner, 62 S.W.3d 795 , 798–99 (Tex. 2001) (“That is, with a fraudulent inducement claim, the elements of fraud must be established as they relate to an agreement between the parties.”).

2019II, Inc. v. Celotex Corp., 192 S.W.3d 225 , 230–31 (Tex. App.—Houston [14th Dist.] 2006, pets. denied) (concluding that the Prudential exceptions “still stand, subject to a small exception to the fraudulent-inducement exception carved out by Schlumberger [Technology Corp. v. Swanson, 959 S.W.2d 171 (Tex. 35 In Prudential, the buyer, a knowledgeable real estate investor who owned an interest in at least 30 commercial buildings and who was president of a Dallas commercial property management firm that had developed, built, rehabilitated, owned, or managed properties valued altogether at around $

2019And even absent fraudulent inducement, an “as is” clause still may not be enforceable depending on the nature of the transaction and totality of the circumstances surrounding the agreement, including the parties’ sophistication and whether they were represented by counsel, whether the contract was made at arm’s length, the parties’ relative bargaining power and whether the contractual language was freely negotiated, and whether the clause was an important part of the parties’ bargain and not simply “boilerplate.” Id. at 162 ; see Schlumberger, 959 S.W.2d at 180–81 (emphasizing, with reference

2017See Heil Co. v. Polar Corp. , 191 S.W.3d 805 , 816 (Tex. App.-Fort Worth 2006, pet. denied).

2012See id. ; see also Formosa , 960 S.W.2d at 47 ; Reservoir Sys., Inc. v. TGS-NOPEC Geophysical Co., L.P. , 335 S.W.3d 297, 308 (Tex. App.—Houston [14th Dist.] 2010, pet. denied) (“Tort damages are recoverable for a fraudulent-inducement claim irrespective of whether the fraudulent representations are later subsumed in a contract or whether the plaintiff only suffers an economic loss related to the subject matter of the contract.”).

2014Ranch Co. v. Wooldridge, 667 S.W.2d 887, 894 (Tex.App.-Austin 1984, writ dism’d w.o.j.) (noting that an agent’s false statements of principal’s intent to perform were material misrepresentations on which to base a fraudulent-inducement claim).

2014Ranch Co. v. Wooldridge, 667 S.W.2d 887, 894 (Tex. App.—Austin 1984, writ dism’d w.o.j.) (noting that an agent’s false statements of principal’s intent to perform were material misrepresentations on which to base a fraudulent-inducement claim).

2018Shearson Lehman Bros., Inc. v. Kilgore, 871 S.W.2d 925, 928 (Tex. App.—Corpus Christi 1994, orig. proceeding); see Serv.

1998See id.

2015See IKON Office Solutions, Inc. v. Eifert, 125 S.W.3d 113 , 125–28 (Tex. App.—Houston [14th Dist.] 2003, pet. denied) (providing that provisions that contract was “entire agreement” and requiring any modifications to be in writing barred fraudulent-inducement claim under Schlumberger ).

2011See IKON Office Solutions, Inc. v. Eifert, 125 S.W.3d 113, 125-28 (Tex.App.-Houston [14th Dist.] 2003, pet. denied) (providing that provisions that contract was “entire agreement” and requiring any modifications to be in writing barred fraudulent-inducement claim under Schlumberger). b.

2011Esty v. Beal Bank S.S.B., 298 S.W.3d 280, 303 (Tex.App.-- Dallas 2009, no pet.).

2011Esty v. Beal Bank S.S.B., 298 S.W.3d 280, 303 (Tex.App.-Dallas 2009, no pet.).

2008Whether a disclaimer of reliance precludes a fraudulent inducement claim depends on “[t]he contract and the circumstances surrounding its formation.” Id. at 181, 110 S.W.2d 47 .

2008Whether a disclaimer of reliance precludes a fraudulent inducement claim depends on “[t]he contract and the circumstances surrounding its formation.” Id. at 181, 110 S.W.2d 47 .

2000FRAUDULENT INDUCEMENT Under the common law, a plaintiff establishes a fraudulent inducement claim by showing the elements of "a simple fraud claim." Balogh v. Ramos, 978 S.W.2d 696, 701 (Tex.App.-Corpus Christi 1998, pet. denied) (op. on reh'g), cert. denied, ___ U.S. ___, 120 S.Ct. 66 , 145 L.Ed.2d 57 (1999) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex.1990) (op. on reh'g)).

2000FRAUDULENT INDUCEMENT Under the common law, a plaintiff establishes a fraudulent inducement claim by showing the elements of “a simple fraud claim.” Balogh v. Ramos, 978 S.W.2d 696, 701 (Tex.App.—Corpus Christi 1998, pet. denied) (op. on reh’g), cert. denied, — U.S.-, 120 S.Ct. 66 , 145 L.Ed.2d 57 (1999) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex.1990) (op. on reh’g)).

2013See DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex. 1990) (stating that the elements for a fraudulent inducement claim are a material misrepresentation, which was false, and which was either known to be false when made or was asserted without knowledge of the truth, which was intended to be acted upon, which was relied upon, and which caused injury). 9 We disagree with appellants’ assertion that this argument was not raised by appellees at the trial court, and therefore, cannot be grounds for affirmance.

2000FRAUDULENT INDUCEMENT Under the common law, a plaintiff establishes a fraudulent inducement claim by showing the elements of "a simple fraud claim." Balogh v. Ramos, 978 S.W.2d 696, 701 (Tex.App.-Corpus Christi 1998, pet. denied) (op. on reh'g), cert. denied, ___ U.S. ___, 120 S.Ct. 66 , 145 L.Ed.2d 57 (1999) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex.1990) (op. on reh'g)).

2018II, LLC, 469 S.W.3d 143, 153 (Tex. 2015); see Hooks v. Samson Lone Star, LP, 457 S.W.3d 52, 57 (Tex. 2015) (“Fraudulent inducement is a subspecies of fraud; ‘with a fraudulent inducement claim, the elements of fraud must be established as they relate to an agreement between the parties.’” (quoting 14 Haase v. Glazner, 62 S.W.3d 795 , 798–99 (Tex. 2001)).

2015“Fraudulent inducement is a subspecies of fraud; ‘with a fraudulent inducement claim, the elements of fraud must be established as they relate to an agreement between the parties.’” 457 S.W.3d at 57 (quoting Haase v. Glazner, 62 S.W.3d 795 , 798–99 (Tex.2001)). 1.

2015Id. at 234.

2014Co. v. Reaves, 158 Tex. 1 , 307 S.W.2d Associates, in which we said “[a] buyer is not bound by an 233, 239 (1957)).

2020In a fraudulent inducement claim, the plaintiff must show that it actually relied on the representation and that reliance was justifiable.6 JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C., 546 S.W.3d 648, 653 (Tex. 2018).

2019We begin with the fraudulent inducement defense. 10 To prevent the guaranties’ enforcement based on the Bank’s alleged fraudulent inducement,7 appellants had to show among other things that they justifiably relied on the Bank’s representations.8 JPMorgan Chase Bank, N.A. v. Orca Assets, G.P., LLC, 546 S.W.3d 648, 653-54 (Tex. 2018); Simulis, L.L.C. v. Gen.

2017That is, with a fraudulent inducement claim, the elements of fraud must be established as they relate to an agreement between the parties.” Haase v. Glazner, 62 S.W.3d 795 , 798–99 (Tex. 2001); Williams, 345 S.W.3d at 124–25.

2013See In re FirstMerit Bank, 52 S.W.3d 749, 758 (Tex.2001) (explaining that a fraudulent-inducement claim requires proof of reliance on a false representation); cf. Williams v. Dardenne, 345 S.W.3d 118, 126 (Tex.App.Houston [1st Dist.] 2011 pet. denied) (“[A] party who has actual knowledge of specific facts cannot have relied on a misrepresentation of the same facts.”).

2016“Intent is a fact question within the-realm of the trier of fact because it is dependent upon the credibility of witnesses and the weight to be given to their testimony.” Nwokedi v. Unlimited Restoration Specialists, Inc., 428 S.W.3d 191, 199 (Tex.App.-Houston [1st Dist.] 2014, pet. denied) (citing Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 434 (Tex.1986)).

2015“Intent is a fact question within the realm of the trier of fact because it is dependent upon the credibility of witnesses and the weight to be given to their testimony.” Nwokedi v. Unlimited Restoration Specialists, Inc., 428 S.W.3d 191, 199 (Tex. App.—Houston [1st Dist.] 2014, pet. denied) (citing Spoljaric v. Percival Tours, Inc., 708 S.W.2d 432, 434 (Tex. 1986)).

2015The fraudulent inducement claim only becomes arbitrable ″if the claim is fraud in the inducement of the arbitration clause itself - an issue which goes to the ’making’ of an agreement to arbitrate.″ Id. at 403-04 .

2001The fraudulent inducement claim only becomes arbitrable “if the claim is fraud in the inducement of the arbitration clause itself — an issue which goes to the ‘making’ of an agreement to arbitrate.” Id. at 403-04 , 87 S.Ct. 1801 .