Every passage below is lifted verbatim out of the citing opinion, with the
citation itself highlighted. Nothing here is a summary and nothing is generated —
it is what the later court actually wrote.
Insight Investments, LLC v. Echo DCL, LLC2026-03-11
…greement contrary to that law, despite the parties’ original intentions, and even though the agreement would be enforceable in another state connected with the transaction. Id. (quoting DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 680 (Tex. 1990)). Here, the master lease agreement states that it is to be “governed by the laws of the State of California.” Dkt. 175-3 at 8. Neither Insight nor Echo disputes the applicability of California law, argues that California lacks a reasonable relationship with the master lease agreement, or contends that the application of C…
Newman2026-03-09
…arties’ freedom to choose what jurisdiction’s law will apply to their agreement cannot be unlimited” and that “they cannot by agreement thwart or offend the public policy of the state the law of which otherwise ought to apply.” DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990). “[U]nreasonable restraints of trade, including unreasonable covenants not to compete, contravene public policy.” Id. at 680. “Thus, although Texas courts permit choice-of- law agreements and the default position is that they are enforceable, it is not uncommon for parties to overcome them.” Cardoni, 805 F.3d at 581.…
ConocoPhillips Company v. Totem Well Service, LLC2025-11-06
…New Mexico law, as it applies to this dispute. Compaq Computer Corp. v. Lapray, 135 S.W.3d 657, 672 (Tex. 2004). Second, the Court must follow the choice-of-law analysis adopted by Texas courts to determine which law applies. DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990). A. There is an actual conflict between Texas and New Mexico state law. The Court finds that there is an actual conflict between Texas and New Mexico state law regarding the validity of oilfield indemnification clauses. Generally, a court need not decide which state’s laws apply unless those laws conflict. Compaq Com…
Cybercoders, Inc. v. Jennifer Smith and Jayco Talent, LLC2025-10-28
…ceable agreement. Under Texas law, “[a]n agreement not to compete is in restraint of trade and therefore unenforceable on grounds of public policy unless it is reasonable.” DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 681 (Tex. 1990) (citations omitted). Whether a covenant not to compete is reasonable presents a question of law for the Court to decide. See Vais Arms, Inc. v. Vais, 383 F.3d 287, 295 (5th Cir. 2004). The Texas Business and Commerce Code § 15.51 provides: If the covenant is found to be ancillary to or part of an otherwise enforceable…
Bryant Bank v. Jackson, as the Independent of the Probat2025-10-06
…B ¶ 13). The Guaranty was executed in Alabama. (See id.). Therefore, Alabama law governs the Guaranty, unless it violates fundamental public policy of Texas. The Texas Supreme Court has not defined “fundamental public policy.” DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 680 (Tex. 1990). The law of another forum does not violate fundamental public policy merely because it would lead to a different result. Id. Rather, state policy must be so fundamental that “the state will refuse to enforce an agreement contrary to the law despite the parties’ original intentions, and even though the agreement would be en…
Fortis Advisors, LLC v. Atos IT Solutions and Services Inc.2025-08-07
…isions, unless the party opposing its application demonstrates that the law of the chosen state violates some fundamental public policy of Texas or that the chosen state has no substantial relationship to the dispute. See DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990); see also Cardoni v. Prosperity Bank, 805 F.3d 573, 581 (5th Cir. 2015) (collecting cases). Atos has not even attempted to argue either. Accordingly, the Court will enforce the choice-of-law provision and use Delaware law to determine whether § 3.2(c) is a valid arbitration agreement. As the Court explains below, it is not.…
RTREE Logistics, LLC v. Neely Coble Company2025-07-29
…aterial 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.” DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex. 1990). 1. DTNA It is undisputed that DTNA did not make any oral representations to Rtree in connection with the sale of the Truck. See Dkt. 30-17 at 9 (Rtree’s corporate representative acknowledging that he never spoke with anyone at DTNA before 14 purchasing the Truck)…
ConocoPhillips Company v. Totem Well Service LLC2025-03-17
…is buoyed by the fact that the parties contracted to use Texas’s choice-of-law principles. Texas courts look to the Restatement (Second) of Conflict of Laws to determine whether to enforce a contractual choice of law. DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex. 1990). Under the Restatement, three things must be true for New Mexico law to override the parties’ choice of Texas law. First, New Mexico must have a “more significant relationship” with the parties and transaction than Texas does. DeSantis, 793 S.W.2d at 678. Second, New Mexico must have a “materially greater interest”…
Morales2025-02-12
…substantial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice.” U.S. for Varco Pruden Bldgs. v. Reid & Gary Strickland Co., 161 F.3d 915, 919 (5th Cir. 1998) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990)). Here, the Settlement Agreement is governed by Texas law. (See ECF No. 90 at 4). 8 To meet their summary judgment burden, Plaintiffs provide (1) a copy of the minute entry order noting the parties reached a settlement agr…
Baker2024-10-30
…546, 549 (Tex. 2002)). Texas has adopted the Restatement (Second) Conflict of Laws Section 187 framework for determining whether choice of law agreements are enforceable. See DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677–78 (Tex. 1990), superseded by statute on other grounds; Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324–25 (Tex. 2014). The Restatement framework states: The law of the state chosen by the parties to govern their contractual rights and duties will be applied . . . unless either…
Promed LLC v. Quintairos Prieto Wood & Boyer PA2024-10-24
…e contract cases in which the parties have agreed to an enforceable choice of law clause, the law of the chosen state must be applied.” Resolution Tr. Corp. v. Northpark Joint Venture, 958 F.2d 1313, 1318 (5th Cir. 1992) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 678 (Tex. 1990)). ProMED has not cited a single Alabama case in support of its motion, much less demonstrated that it is entitled to summary judgment under Alabama, as opposed to Texas, law.7 Second, ProMED has not satisfied its heavy burden of establishing beyond peradventure that QPWB breached the Escrow Agreeme…
BMSH I Katy TX, LLC v. Smith Seckman Reid, Inc.2024-09-18
…d (3) which was either known to be false when made or was asserted without knowledge of the truth, (4) which was intended to be acted upon, (5) which was relied upon, and (6) which caused injury.” Ibe, 836 F.3d at 525 (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex. 1990)). “Fraudulent inducement is a distinct category of common-law fraud that shares the same elements but involves a promise of future performance made with no intention of performing at the time it was made.” Zorrilla v. Aypco Constr. II, LLC, 469 S.W.3d 143, 153 (Tex. 2015). “Because fraudulent inducement arises only in t…
Robogistics, LLC v. Dematic Corp.2024-06-04
…rtford Life Ins. Co., 354 F.3d 400, 403 (5th Cir. 2004). The Supreme Court of Texas has held that contractual choice-of-law provisions should generally be enforced. Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex. 1990); see Int’l Ints., L.P. v. Hardy, 448 F.3d 303, 306-07 (5th Cir. 2006); Fina, Inc. v. ARCO, 200 F.3d 266, 269 (5th Cir. 2000). “The most basic policy of contract law is the protection of the justified expectations of the parties.” Nexen Inc. v. Gulf Interstate Eng’g Co., 224 S.W.3d 412, 419 (Tex. App.—Houston [1st Dist.]…
Lower, LLC v. AmCap Mortgage, Ltd.2024-05-30
…tentor Elec. Mfg. Co., 313 U.S. 487, 496 (1941)). “Under the Texas rules, in those contract cases in which the parties have agreed to an enforceable choice of law clause, the law of the chosen state must be applied.” Id. (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 678 (Tex. 1990)). No party disputes whether the employment agreements or choice of law clauses are enforceable. Thus, Texas choice of law rules apply, and Ohio law supplies the elements of each of Lower’s causes of action. Accordingly, the Court will apply Ohio state law in determining whether Amcap can compel Lower to arbitrate its claims…
Medliant Inc. v. Ponce de Leon2024-05-01
…2022) (unpublished table decision). In order to be 2 The Supreme Court of Texas has held that contractual choice-of-law provisions should generally be enforced. Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex. 1990), cert. denied, 498 U.S. 1048 (1991); see Barnett, 831 F.3d at 304; Int’l Ints., L.P. v. Hardy, 448 F.3d 303, 306-07 (5th Cir. 2006). “The most basic policy of contract law is the protection of the justified expectations of the parties.” Nexen Inc. v. Gulf Interstate Eng’g Co., 224 S.W.3d 412, 419 (Tex. App.—Houston [1st D…
Mabute2024-05-01
…2022) (unpublished table decision). In order to be 2 The Supreme Court of Texas has held that contractual choice-of-law provisions should generally be enforced. Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex. 1990), cert. denied, 498 U.S. 1048 (1991); see Barnett, 831 F.3d at 304; Int’l Ints., L.P. v. Hardy, 448 F.3d 303, 306-07 (5th Cir. 2006). “The most basic policy of contract law is the protection of the justified expectations of the parties.” Nexen Inc. v. Gulf Interstate Eng’g Co., 224 S.W.3d 412, 419 (Tex. App.—Houston [1st D…
Delgado2024-05-01
…2022) (unpublished table decision). In order to be 2 The Supreme Court of Texas has held that contractual choice-of-law provisions should generally be enforced. Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014); DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677-78 (Tex. 1990), cert. denied, 498 U.S. 1048 (1991); see Barnett, 831 F.3d at 304; Int’l Ints., L.P. v. Hardy, 448 F.3d 303, 306-07 (5th Cir. 2006). “The most basic policy of contract law is the protection of the justified expectations of the parties.” Nexen Inc. v. Gulf Interstate Eng’g Co., 224 S.W.3d 412, 419 (Tex. App.—Houston [1st D…
Parmer2024-04-29
…. . ” (Dkt. #5, Exhibit 2 ¶ 13; Dkt. #5, Exhibit 3 ¶ 18). Texas courts permit choice-of-law agreements and the default position is that they are enforceable. Cardoni v. Prosperity Bank, 805 F.3d 573, 581 (5th Cir. 2015) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 681 (Tex. 1990)). To render a choice-of-law provision unenforceable, a party must satisfy the standards in Section 187(2) of the Restatement (Second) of Conflicts of Laws, which provides that: (2) The law of the state chosen by the parties to govern their contractual rights and duties will be applied . . . unless either…
Origin Bank v. JPMorgan Chase Bank2024-01-12
…resentation, (2) which was false, (3) which was either known to be false when made or was asserted without knowledge of the truth, (4) which was intended to be acted upon, (5) which was relied upon, and (6) which caused injury. DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 688 (Tex. 1990). The False Payees’ representations meet all of these elements, and they are therefore liable for fraud. See, e.g., Barrick v. CRT Disaster Servs., No. 14-06-00853-CV, 2007 WL 2790386, at *5 (Tex. App.—Houston [14th Dist.] Sept. 27, 2007, no pet.) (mem. op.) (explaining that a person who presented altered checks to be ca…
Nomar Enterprises v. Rugged Solutions America, LLC2024-01-05
The citing opinion is in this library and the link is real, but the passage could not be quoted: this decision is named there in a short form, in a parallel reporter, or in text that came through OCR imperfectly. Recorded as unquoted rather than dropped.
Synergy Advisory Services LLC v. ClearPrism LLC2023-09-05
…ial relationship to the parties or the transaction and there is no other reasonable basis for the parties’ choice.” United States ex rel. Varco Pruden Bldgs. v. Reid & Gary Strickland Co., 161 F.3d 915, 919 (5th Cir. 1998) (citing DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990)). Here, the Settlement Agreement states that it was entered into in Texas and that it “shall be construed and enforced in accordance with the laws of the State of Texas.” (doc. 17 at 6); see De Aguilar v. Boeing Co., 47 F.3d 1404, 1413 (5th Cir. 1995) (quoting Duncan v. Cessna Aircraft Co., 665 S.W.2d 414, 421 (Tex. 1984)) (“[…
Harrison Company LLC v. A-Z Wholesalers Inc2023-08-24
…. Neither the Credit Agreement nor the Guaranty contains a choice of law clause, so the Court would determine the state with the “most significant relationship to the transaction and the parties” and apply that state’s law. See DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 678 (Tex. 1990). To determine the state with the “most significant relationship” to a contract dispute, courts look to sections 6 and 188 of the Restatement (Second) of Conflict of Laws (1971). Sonat Expl. Co. v. Cudd Pressure Control, Inc., 271 S.W.3d 228, 233 (Tex. 2008). The most important conflict-of-laws principle in contractual dispu…
Flying R Aviation LLC v. Bondio LLC2023-07-26
…Mot. App., 129. Under Texas choice-of-law rules, such a choice-of-law provision will be enforced unless the chosen state has no relationship to the matter or the selected law would violate a fundamental public policy of Texas. See DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 678 (Tex. 1990). Neither exception applies in this case. The Court therefore applies Texas law to Flying R’s breach-of-contract claim. - 6 - Agreement constitutes a contract. See Doc. 55, Second Am. Compl., ¶¶ 17–19, 43. Second, Flying R alleges it performed its obliga…
Luxottica of America Inc. v. Brave Optical, Inc.2023-07-18
…. . . . Examples of legitimate, protectable interests include business goodwill, trade secrets, and other confidential or proprietary information.’” Meineke Disc. Muffler v. Jaynes, 999 F.2d 120, 123 (5th Cir. 1993) (quoting DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 682 (Tex. 1990), cert. denied, 498 U.S. 1048 (1991). Here, Luxottica has shown that it is likely to succeed on its claim that the Brave Parties are currently in breach of the Non-Compete Agreements. First, Luxottica has presented evidence that the Non-Compete Agreements are likely to be fou…
Primoris T&D Services, L.L.C. v. MasTec, Inc.2023-05-11
…tly upheld the legitimacy of choice-of-law clauses. That said, these clauses are not invincible and may be found invalid where they “thwart or offend the public policy of the state the law of which ought otherwise to apply.” DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 677 (Tex. 1990). As a result, Texas courts use the Restatement (Second) of Conflict of Laws § 187(2) to determine whether to apply a choice of law provision. See Exxon Mobil Corp. v. Drennen, 452 S.W.3d 319, 324 (Tex. 2014), reh’g denied (Feb. 27, 2015). Thus, to render the choice-of-law provision unenforceable, Westbrook must…
Cici Enterprises LP v. Fogle Enterprises Inc2023-03-30
…le agreement if ‘it is part of and subsidiary to an otherwise valid transaction or relationship which gives rise to an interest worthy of protection.’” Meineke Disc. Muffler v. Jaynes, 999 F.2d 120, 123 (5th Cir. 1993) (quoting DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 682 (Tex. 1990)). A promisee’s legitimate interests worthy of protection include its business goodwill, trade secrets, or other confidential or proprietary information. Peat Marwick Main & Co. v. Haass, 818 S.W.2d 381, 386 (Tex. 1991). The Franchise Agreement states that…