Transcor Astra Group S.A. v. Petrobras America Inc.

Supreme Court of Texas

══════════

No. 20-0932

══════════

Transcor Astra Group S.A., et al.,

Petitioners,

v.

Petrobras America Inc., et al.,

Respondents

═══════════════════════════════════════

On Petition for Review from the

Court of Appeals for the Fourteenth District of Texas

═══════════════════════════════════════

Argued January 12, 2022

JUSTICE BOYD delivered the opinion of the Court.

This dispute arises from a billion-dollar break-up between two

large corporations engaged in the international petroleum business. The

break-up resulted in numerous claims and lawsuits, which the parties

ultimately resolved through a comprehensive settlement agreement.

One party later filed both this suit and a separate arbitration

proceeding, asserting that the other party’s extensive corrupt and

criminal conduct, along with its failure to disclose that conduct prior to

the settlement agreement, renders the settlement agreement and the

parties’ earlier agreement unenforceable. The trial court granted

summary judgment for the defendant, holding that the settlement

agreement—and, in particular, its release provisions and a disclaimer

of reliance—bars the claims asserted both in this suit and in the

arbitration proceeding. The court of appeals affirmed in part and

reversed in part, and both parties petitioned for our review. Because we

agree with the trial court that the parties fully and finally resolved the

current claims through their comprehensive settlement agreement, we

reverse and render judgment reinstating the trial court’s final

judgment.

I.

Background

Petrobras1 and Astra2 are international corporations engaged in

the petroleum industry. In 2006, they entered into a Stock Purchase and

Sale Agreement that resulted in a joint venture in which each company

owned half the interests in a Texas oil refinery. 3 The parties quickly

became embroiled in numerous disputes, resulting in 2009 in an

arbitration award4 that terminated their joint venture and required

1We generally use “Petrobras” to refer to one or more related entities

including Petróleo Brasileiro S.A. and Petrobras America Inc.

2 We generally use “Astra” to refer to one or more entities and

individuals related to and aligned with Transcor Astra Group.

3 The parties formed a new corporation, Pasadena Refining System,

Inc., to serve as the refinery’s owner. Each party owned fifty percent of PRSI’s

shares. The parties also formed and became equal partners in PRSI Trading

Company, LP, to supply feedstocks to the refinery.

4 The stock-purchase agreement contained an arbitration clause

requiring the parties to arbitrate “any claim of fraud, misrepresentation or

2

Astra to sell its fifty-percent interest to Petrobras. Petrobras accepted

the interest but then failed to pay Astra the $640 million purchase price.

The parties’ relationship soon disintegrated into a dozen or more

separate lawsuits and disputes. By 2011, Astra obtained judgments

against Petrobras totaling more than $750 million and had other

pending claims demanding $400 million more.

The parties engaged in extended negotiations and reached a

comprehensive settlement agreement in 2012. As part of the 2012

settlement agreement, Petrobras agreed to pay Astra over $820 million

to satisfy all the judgments and pending claims and each party agreed

to release any and all claims against the other.

Petrobras alleges it later discovered that Astra engaged in

substantial corruption to convince Petrobras to accept the 2006 stock-

purchase agreement and the 2012 settlement agreement on terms that

were highly favorable to Astra. Specifically, Petrobras alleges that

Astra’s representatives paid $15 million to bribe certain Petrobras

officials to agree to the 2006 stock-purchase agreement and then offered

other bribes totaling $80–$100 million to “solve the problem” during the

settlement negotiations. Unlike the bribes paid in connection with the

2006 stock-purchase agreement, Petrobras does not allege that anyone

accepted the bribes offered in connection with the 2012 settlement

agreement.

fraudulent inducement” and “any question of validity or effect of [the]

Agreement including [the arbitration] clause.”

3

In 2016, Petrobras initiated two legal proceedings against Astra.

First, Petrobras5 filed this suit against Astra6 and several of its

employees,7 asserting that the defendants committed fraud (including

common-law fraud and statutory fraud) and negligent

misrepresentation and breached fiduciary duties by offering bribes and

then failing to disclose the offers during the settlement negotiations.

Petrobras included derivative claims for declaratory judgment,

conspiracy, aiding and abetting, unjust enrichment, and exemplary

damages and attorney’s fees, and sought to invalidate the 2012

settlement agreement and render it unenforceable. Second, because the

2006 stock-purchase agreement included a clause requiring binding

arbitration, Petrobras initiated an arbitration proceeding to invalidate

the 2006 stock-purchase agreement based on the bribes allegedly paid

in connection with that agreement.

Astra filed counterclaims in the lawsuit, seeking a judgment

declaring that both agreements are valid and enforceable and that the

settlement agreement bars the claims Petrobras asserted in the lawsuit

and the arbitration proceeding. Astra asserted that Petrobras released

5The plaintiffs were Petrobras America Inc., Petróleo Brasiliero S.A.-

Petrobras, Pasadena Refining System, Inc., PRSI Trading LLC, and PRSI Real

Property Holdings, LLC.

6 The corporate defendants were Astra Oil Trading NV, Transcor Astra

Group S.A., Astra Oil Company, LLC, Astra Energy Holdings, Inc., Astra GP,

Inc., Astra Tradeco LP, LLC, Pasadena Refinery Holding Partnership, and

AOT Bis B.V.

7The individual defendants were Alberto Feilhaber, Clifford L. Winget,

III, Kari Burke, John T. Hammer, Carlos E. Ortiz, Thomas J. Nimbley,

Ireneusz Kotula, Charles L. Dunlap, Eric Bluth, Stephen Wade, Rolf Mueller,

and Daniel Burla.

4

its breach-of-fiduciary-duty claims, as well as the claims it asserted in

the arbitration proceeding, as part of the settlement agreement. And

Astra asserted that Petrobras could not rely on Astra’s alleged fraud to

undo the 2012 settlement agreement because Petrobras expressly

disclaimed any reliance on any of Astra’s representations leading up to

that agreement.

Astra filed a series of summary-judgment motions based on the

release and the disclaimer of reliance.8 The trial court granted those

motions and, in June 2018, signed a final judgment ordering that

Petrobras take nothing on its claims. The judgment declared that the

2012 settlement agreement and the release contained within it are valid,

binding, and enforceable and that they bar Petrobras’s claims, including

the claims asserted in the arbitration proceeding. The judgment also

awarded Astra about $1.3 million in attorney’s fees and costs.

Petrobras appealed the final judgment,9 and the court of appeals

reversed. 633 S.W.3d 606 (Tex. App.—Houston [14th Dist.] 2020). The

court held that Petrobras released its fiduciary-duty claims to the extent

they relate to the 2006 stock-purchase agreement but not to the extent

8 The Astra defendants first moved for summary judgment in response

to Petrobras’s original petition. They later supplemented their motions in

response to Petrobras’s first-amended, second-amended, and third-amended

petitions. The trial court ultimately granted summary judgment on all claims

in favor of all the Astra defendants.

9 Petrobras also appealed two post-judgment orders, one granting

Astra’s motion for an anti-suit injunction to prohibit further proceedings in the

arbitration and one denying Petrobras’s motion to dismiss that motion under

the Texas Citizens Participation Act. The court of appeals consolidated the

three appeals for argument, but these other two appeals are not at issue in this

Court.

5

they relate to the negotiation and signing of the 2012 settlement

agreement. Id. at 621. The court also held that the settlement

agreement’s reliance disclaimer bars Petrobras’s fraud claims against

the Astra entities but not the fraud claims against the individual

defendants in their individual capacities. Id. at 629–30. It held that the

release bars Petrobras’s remaining claims (for conspiracy, aiding and

abetting, unjust enrichment, and exemplary damages) to the extent they

are derivative of the fraud claims. Id. at 628. Finally, the court reversed

the award of attorney’s fees and costs. Id. at 633–34. It remanded the

case to the trial court with instructions to render partial summary

judgment in favor of the Astra entities and the individual defendants

“as limited to their corporate capacities” and to conduct further

proceedings on the remaining claims. Both Astra and Petrobras

petitioned this Court for review.

II.

Release of the Fiduciary-Duty Claims

We begin by considering Petrobras’s claims attacking the 2012

settlement agreement on the ground that the Astra defendants breached

their fiduciary duties by paying bribes to obtain the 2006 stock-purchase

agreement, offering bribes when negotiating the 2012 settlement

agreement, and failing to disclose those actions to Petrobras. Petrobras

alleges the individual Astra defendants owed fiduciary duties to

Petrobras during the parties’ settlement negotiations because they

served as officers and directors of the joint-venture entities the parties

created when they began their joint venture in 2006. And, according to

Petrobras, the remaining Astra defendants knew about the bribery

6

offers and conspired with and aided and abetted the individual

defendants to breach their fiduciary duties.

Astra obtained summary judgment dismissing these claims on

the ground that Petrobras released them when it entered into the 2012

settlement agreement. The 2012 settlement agreement includes broad

releases in which each party released and discharged the other parties

from “any and all claims, demands, and causes of action of whatever

kind or character, which the . . . Parties have, or may have in the future,

based on any acts or omissions, whether known or unknown, that have

occurred on or before” the agreement’s effective date. The agreement

expressly states that the release should be “construed as the broadest

type of general release” and includes, “without limitation,” all claims

connected with the parties’ then-pending disputes, all claims related to

the 2006 stock-purchase agreement, all claims “growing out of, or

connected in any way with, the Astra Parties’ dealings with the

Petrobras Parties,” and all claims based on activities alleged to violate

foreign or domestic laws or administrative rules.

Petrobras does not dispute that this language is broad enough to

release the breach-of-fiduciary-duty claims it asserts against Astra in

this case. But the 2012 settlement agreement also provides that,

“[n]otwithstanding anything to the contrary,” the released claims “shall

not include any and all claims . . . arising out of, related to, or connected

in any way with the alleged breach, enforcement, or interpretation” of

the settlement agreement. Petrobras argues, and the court of appeals

agreed, that—to the extent the fiduciary-duty claims sought to

invalidate the 2012 settlement agreement (as opposed to the 2006 stock-

7

purchase agreement)—the claims fell within this “notwithstanding”

provision because they involved “acts or omissions of the Astra

defendants in connection with the negotiation and signing of the 2012

Settlement and sought to limit and undo payments made pursuant to

that agreement.” 633 S.W.3d at 621.

We do not agree that Petrobras’s fiduciary-duty claims fall within

the “notwithstanding” provision. The provision states that the released

claims do not include claims “arising out of, related to, or connected in

any way with” the “breach,” “enforcement,” or “interpretation” of the

2012 settlement agreement. Although the “in any way” language is

broad, the language following it (“the alleged breach, enforcement, or

interpretation”) limits the “notwithstanding” provision more narrowly

than if it referred to claims that generally “arise from, relate to, or are

connected in any way with the 2012 settlement agreement.” Some of the

agreement’s other provisions, for example, specify a forum for the

resolution of disputes “arising out of or related to” the agreement, waive

Petrobras’s sovereign immunity for “any action related to” the

agreement, waive a jury trial for any litigation “connected in any way

with” the agreement, and allocate costs “incurred in connection with the

negotiation and drafting of” the settlement agreement. By contrast, the

“notwithstanding” provision does not cover all claims that “relate to” or

“arise out of” the agreement or those made “in connection with the

negotiation and drafting” of the agreement. Instead, it more narrowly

covers only those claims that arise out of, relate to, or are connected with

the agreement’s “breach, enforcement, or interpretation.” We must

presume the parties intended that these words bear a particular

8

“significance and meaning.” Gates v. Asher, 280 S.W.2d 247, 249 (Tex.

1955).

Petrobras contends that its fiduciary-duty claims relate to the

“enforcement” of the settlement agreement because they seek to declare

the agreement unenforceable, and they relate to the “interpretation” of

the agreement because they require interpretation of the release and

reliance-disclaimer provisions. We are not convinced. “Enforcement”

means the act of “compelling compliance with a[n] . . . agreement.”

Enforcement, BLACK’S LAW DICTIONARY (11th ed. 2019). Petrobras’s

fiduciary-duty claims do not seek to compel compliance with the 2012

settlement agreement. Instead, Petrobras seeks to avoid compliance by

invalidating the agreement based on Astra’s conduct during the

“negotiation and signing” of the agreement. In fact, Petrobras completed

compliance years ago when it paid the settlement amount and now seeks

to undo its compliance and recover some of those funds. Petrobras did

not sue to enforce the agreement by complaining of its breach or by

seeking clarification of its meaning but instead sued to invalidate the

agreement by declaring it unenforceable. Within this context, at least,

we think an important distinction exists between claims that relate to

an agreement’s “enforcement” and those that relate to its

“enforceability.”

Perhaps if we considered only the “notwithstanding” provision’s

language, Petrobras’s argument could present a close call. If, for

example, one party refused to comply with the settlement agreement

and the other party filed suit to enforce it, that suit would likely relate

to the agreement’s “breach” or “enforcement.” And although we need not

9

decide the issue here, it might be that the “notwithstanding” provision

would permit the refusing party to assert counterclaims or defenses

against enforcement based on the suing party’s fraud or fiduciary

breaches. But even if that were true, the difference between that

example and this case is that the “peace” the parties purchased through

the settlement agreement would initially be broken by a claim that

seeks to “enforce” or uphold the settlement agreement, not undo it.

But even if the “notwithstanding” provision’s language leaves

room for debate, its context confirms our conclusion that it does not

encompass Petrobras’s claims to invalidate the agreement. As

explained, the provision excepts certain claims from what is otherwise

“the broadest type of general release,” through which both parties

released “any and all claims . . . of whatever kind or character,” to the

extent those claims are “based on any acts or omissions, whether known

or unknown, that have occurred on or before” the agreement’s effective

date. Petrobras’s claims that Astra breached its fiduciary duties by

offering and failing to disclose bribes during the period leading up to the

agreement’s effective date fall squarely within this description. To

construe the “notwithstanding” provision as allowing claims based on

then-“unknown” conduct that occurred before the agreement’s effective

date would effectively nullify the broad release.

Instead, we read the “notwithstanding” provision as clarifying

and confirming that although the parties agreed to “the broadest type of

general release,” it was not so broad as to preclude claims seeking to

maintain the peace the parties purchased on the terms stated in the

settlement agreement. In this sense, although both parties refer to the

10

provision as a “carve-out provision,” we think that label is a misnomer.

The provision does not “carve out” or “except” from the general release

claims that would otherwise be included within the release. Instead, it

states that the released claims “shall not include” claims related to the

agreement’s breach, enforcement, or interpretation. Reading the release

and the notwithstanding provisions together, the parties agreed to

release certain claims and further agreed that those claims do not

include other claims. They did not agree to release certain claims except

for some portion of those claims.

Petrobras’s fiduciary-duty claims—based on allegations that,

unbeknownst to Petrobras, Astra paid bribes to Petrobras

representatives in connection with the 2006 stock-purchase agreement,

offered bribes in connection with the 2012 settlement agreement, and

then failed to disclose that misconduct during the parties’ negotiations—

fall squarely within the scope of the general release. These claims seek

to nullify the settlement agreement based on conduct that occurred

before its effective date; they do not relate to any effort to interpret or

enforce the agreement or recover for its breach. As a result, they do not

fall within the scope of claims the release “shall not include.” We

conclude that the court of appeals erred by reversing

summary judgment for Astra on the fiduciary-duty claims related to the

2012 settlement agreement. And to the extent that Petrobras’s claims

for conspiracy, aiding and abetting, unjust enrichment, declaratory

judgment, and exemplary damages are derivative of and dependent

upon the fiduciary-duty claims, Astra is entitled to summary judgment

on those claims as well.

11

III.

Fraud and the Disclaimer of Reliance

We next consider Petrobras’s claims that Astra committed fraud

and made negligent misrepresentations by offering and failing to

disclose bribes during the parties’ negotiations leading up to the 2012

settlement agreement. According to Petrobras, this fraudulent conduct

induced Petrobras to enter into the settlement agreement and thus

rendered the agreement unenforceable. Astra obtained

summary judgment dismissing these claims on the ground that

Petrobras expressly disclaimed any reliance on any “statement or

representation” made by Astra or its agents, and instead, Petrobras

confirmed that it relied solely on its “own judgment” and the advice of

its own counsel.10 The court of appeals (1) agreed that the disclaimer of

10 Petrobras made these representations within the following provision

of the 2012 settlement agreement:

EACH PARTY EXPRESSLY WARRANTS THAT IT HAS

CAREFULLY READ THIS SETTLEMENT AGREEMENT

AND ANY EXHIBITS ATTACHED TO IT, UNDERSTANDS

THEIR CONTENTS, AND SIGNS THIS SETTLEMENT

AGREEMENT AS ITS OWN FREE ACT. EACH PARTY

EXPRESSLY WARRANTS THAT NO PROMISE OR

AGREEMENT WHICH IS NOT HEREIN EXPRESSED

HAS BEEN MADE TO IT IN EXECUTING THIS

SETTLEMENT AGREEMENT, AND THAT IT IS NOT

RELYING UPON ANY STATEMENT OR

REPRESENTATION OF ANY AGENT OF THE OPPOSING

PARTIES BEING RELEASED IN THIS SETTLEMENT

AGREEMENT. EACH PARTY IS RELYING ON ITS OWN

JUDGMENT, AND EACH PARTY HAS BEEN

REPRESENTED BY LEGAL COUNSEL IN THIS

MATTER. EACH PARTY EXPRESSLY WARRANTS THAT

ITS RESPECTIVE LEGAL COUNSEL HAS READ AND

12

reliance is enforceable and (2) agreed that the disclaimer bars

Petrobras’s fraud claims against the Astra entities, but (3) concluded

that the disclaimer does not bar the fraud claims against the individual

Astra defendants. 633 S.W.3d at 627–28, 630. In this Court, Petrobras

challenges the first two holdings, and the Astra individuals challenge

the third. We agree with Astra on all three.

A. Enforceability of the Reliance Disclaimer

Texas law encourages parties to resolve their disputes by

agreement, but settlement agreements—like all other contracts—are

unenforceable if they are procured by fraud. Italian Cowboy Partners,

Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 331 (Tex. 2011);

Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171, 178 (Tex. 1997).

To establish such fraudulent inducement, a party seeking to invalidate

an agreement must prove that it reasonably relied on the other party’s

misrepresentations to its detriment. Int’l Bus. Machs. Corp. v. Lufkin

Indus., LLC, 573 S.W.3d 224, 228 (Tex. 2019); Italian Cowboy, 341

S.W.3d at 337 (quoting Aquaplex, Inc. v. Rancho La Valencia, Inc., 297

S.W.3d 768, 774 (Tex. 2009) (per curiam)). Because “[a]fter-the-fact

protests of misrepresentation are easily lodged,” Forest Oil Corp. v.

McAllen, 268 S.W.3d 51, 60 (Tex. 2008), parties who mutually desire to

resolve all disputes and buy complete and final peace often include

provisions in their settlement agreements expressly disclaiming any

reliance on each other’s representations.

EXPLAINED THE ENTIRE CONTENTS OF THIS

SETTLEMENT AGREEMENT IN FULL, AS WELL AS THE

LEGAL CONSEQUENCES OF IT.

13

The law must balance society’s interest in protecting parties

against fraudulently induced promises with its interest in enabling

parties to “fully and finally resolve disputes between them.”

Schlumberger, 959 S.W.2d at 179. To achieve this balance, we have held

that contractual disclaimers of reliance may be enforceable and may

negate a subsequent fraudulent-inducement claim if the disclaimer is

clear, specific, and unequivocal. See Lufkin, 573 S.W.3d at 229; Italian

Cowboy, 341 S.W.3d at 336; Forest Oil, 268 S.W.3d at 60; Schlumberger,

959 S.W.2d at 179. Whether a reliance disclaimer is effective in any

given case “depends on the contract’s language and the totality of the

surrounding circumstances.” Lufkin, 573 S.W.3d at 226; Forest Oil, 268

S.W.3d at 60; Schlumberger, 959 S.W.2d at 179. Specifically, courts

must consider such factors as whether

(1) the terms of the contract were negotiated, rather

than boilerplate, and during negotiations the parties

specifically discussed the issue which has become

the topic of the subsequent dispute;

(2) the complaining party was represented by counsel;

(3) the parties dealt with each other at arm’s length;

(4) the parties were knowledgeable in business matters;

and

(5) the release language was clear.

Forest Oil, 268 S.W.3d at 60. In considering these factors, our ultimate

purpose is to determine whether the contract clearly confirms that “the

parties intended once and for all to resolve specific disputes.” Italian

Cowboy, 341 S.W.3d at 335; see also Forest Oil, 268 S.W.3d at 58;

Schlumberger, 959 S.W.2d at 181.

The parties here agree that the second, fourth, and fifth factors

weigh in favor of enforcing the reliance disclaimer in this case. Petrobras

14

is a sophisticated international corporation with extensive experience in

the petroleum industry and was ably represented by top-notch attorneys

during the negotiation and signing of the 2012 settlement agreement.

And as we have explained, the language through which Petrobras

broadly released all claims against Astra was clear and effective. But

Petrobras argues that the first and third factors, as well as the overall

equities of the circumstances, weigh against enforcing the reliance

disclaimer in this case.

1. The first factor

The first factor concerns whether “the terms of the contract were

negotiated, rather than boilerplate, and during negotiations, the parties

specifically discussed the issue which has become the topic of the

subsequent dispute.” Forest Oil, 268 S.W.3d at 60. Petrobras

acknowledges that the parties carefully negotiated the settlement

agreement’s terms, including the terms of the release, but contends that

Astra did not disclose—and thus the parties did not discuss—the bribery

scheme that gave rise to the current dispute.

According to Petrobras, this first factor at least requires that the

parties’ settlement negotiations included discussions about the

negotiations leading to the 2006 stock-purchase agreement and the

parties’ subsequent disputes. See, e.g., Baker v. City of Robinson, 305

S.W.3d 783, 796 (Tex. App.—Waco 2009, pet. denied); Residencial Santa

Rita, Inc. v. Colonia Santa Rita, Inc., No. 04-06-00778-CV, 2007 WL

2608564, at *3 (Tex. App.—San Antonio Sept. 12, 2007, no pet.) (mem.

op.). By requiring that the parties specifically discussed these topics,

Petrobras contends, the first factor ensures that Petrobras truly

15

intended to disclaim any reliance on representations Astra made about

these topics during the parties’ discussions. Otherwise, Petrobras

asserts, the circumstances cannot support the conclusion that Petrobras

truly intended to disclaim reliance and would instead allow Astra to

exploit Petrobras’s ignorance of the actual facts and benefit from its

wrongdoing.

Astra, by contrast, contends that the first factor requires only that

the parties specifically discuss the scope and effect of the release, which

is ultimately the subject of the parties’ current dispute. See, e.g.,

Leibovitz v. Sequoia Real Estate Holdings, L.P., 465 S.W.3d 331, 344

(Tex. App.—Dallas 2015, no pet.); McLernon v. Dynegy, Inc., 347 S.W.3d

315, 331 (Tex. App.—Houston [14th Dist.] 2011, no pet.). This factor is

met, Astra contends, because the parties specifically discussed the fact

that the settlement agreement’s mutual releases purchased full and

final peace, barring each party from ever asserting claims based on pre-

settlement conduct, regardless of whether the party knew about that

conduct when it signed the agreement. According to Astra, Petrobras’s

approach would require that the parties disclose and discuss “the very

facts allegedly misrepresented or concealed,” in which case the reliance

disclaimer would serve no purpose.

As Petrobras insists, we found it significant in Schlumberger that

the plaintiff had expressly and clearly disclaimed reliance on the

defendant’s representations about the feasibility and value of a

diamond-mining project because that topic, “after all, was the very

dispute that the release was supposed to resolve.” 959 S.W.2d at 180.

But in Forest Oil, we held that a reliance disclaimer was enforceable

16

even though the settlement resolved disputes over royalty-payment

issues and not over environmental issues for which the plaintiff later

sued. 268 S.W.3d at 58. So “while the misrepresentation

in Schlumberger ‘pertained to the very matter negotiated, settled, and

released,’” the misrepresentation in Forest Oil “did not concern known

disputed matters (which were settled and released) but potential future

disputes (which were set aside and reserved).” Id. at 57. Although we

ultimately noted that the parties in Forest Oil did discuss environmental

issues during their settlement negotiations, we explained that

Schlumberger’s observation that the misrepresentations there led to

“the very dispute that the release was supposed to resolve” is “more

accurately interpreted as emphatic language, not limiting language.” Id.

at 58. The important point from Schlumberger’s first factor, we

explained, is that when “parties expressly discuss material issues

during contract negotiations but nevertheless elect to include waiver-of-

reliance and release-of-claims provisions, the Court will generally

uphold the contract.” Id. Ultimately, the question is whether the

circumstances and nature of the parties’ settlement discussions

demonstrate that the parties considered the consequences of the

reliance disclaimer in light of the material issues of the dispute, which

supports the conclusion that an “all-embracing disclaimer of any and all

representations” actually “shows the parties’ clear intent.” Id.

Here, the evidence does not suggest that the parties actually

considered or discussed allegations that Astra representatives bribed

Petrobras officials to approve the 2006 stock-purchase agreement or

offered to bribe them to approve the 2012 settlement agreement. But the

17

evidence—including the terms of the settlement agreement itself—does

establish that the parties entered into the settlement agreement only

after an extended series of complex and hotly contested negotiations

that included discussions about the need to resolve all prior, pending,

and possible claims between the parties, including those that were

“unknown” at the time. The circumstances leave no doubt that both

parties intended to fully and finally resolve all their disputes “once and

for all” and, to accomplish that objective, they knowingly agreed to

disclaim any reliance on the other parties’ representations. Although

they may not have “specifically discussed the issue which has become

the topic of the subsequent dispute,” they expressly discussed the

“material issues” and “nevertheless elect[ed] to include waiver-of-

reliance and release-of-claims provisions” in their settlement

agreement. Id. Even if the first factor does not carry the weight here

that it carried in Schlumberger, we conclude it nevertheless tilts in favor

of enforcing the reliance disclaimer.

2. The third factor

The third Forest Oil factor considers whether the parties dealt

with each other in an arm’s-length transaction. Id. at 60. “Generally, an

arm’s-length transaction is one between two unrelated parties with

generally equal bargaining power, each acting in its own interest.” Hous.

Unlimited, Inc. Metal Processing v. Mel Acres Ranch, 443 S.W.3d 820,

832 (Tex. 2014). As a general rule, a transaction between fiduciaries is

not an arm’s-length transaction but instead requires higher fiduciary

standards that require full disclosure of all material facts.

Schlumberger, 959 S.W.2d at 175.

18

Petrobras contends this factor weighs against enforcement of the

reliance disclaimer because the Astra individuals owed fiduciary duties

to Petrobras during the negotiations leading to the 2012 settlement

agreement. Specifically, Petrobras asserts that the individuals served as

directors and officers of the jointly owned entities that Astra and

Petrobras created to own, operate, and supply the oil refinery, and thus

owed fiduciary duties to those entities and their shareholders, including

Petrobras. And, according to Petrobras, the individuals continued to owe

fiduciary duties to Petrobras even after they ceased serving as officers

and directors—even during the subsequent years of disputes and

litigation between Petrobras and Astra up until (and even after) the

2012 settlement agreement.11

We have doubts about Petrobras’s contention that the directors

and officers of the jointly owned entities assumed eternal fiduciary

duties to Petrobras. In the first place, the directors and officers of the

jointly owned entities owed fiduciary duties to those specific entities, not

to each of the entities’ individual shareholders. See Ritchie v. Rupe, 443

S.W.3d 856, 869 (Tex. 2014) (“[A] director is duty-bound to exercise

11 See Thywissen v. Cron, 781 S.W.2d 682, 686 (Tex. App.—Houston [1st

Dist.] 1989, writ denied) (“Once a fiduciary relationship has been established,

it is presumed to continue until it is repudiated.”); see also Pacelli Bros. Transp.

v. Pacelli, 456 A.2d 325, 329 (Conn. 1983) (“[A] settlement agreement and

general release cannot shield an officer or director who has failed in his

fiduciary duty to disclose information relevant to a transaction with those

whose confidence he has abused . . . .”); BelCom, Inc. v. Robb, No. CIV. A. 14663,

1998 WL 229527, at *3 (Del. Ch. Apr. 28, 1998) (“A former director, of course,

breaches his fiduciary duty if he engages in transactions that had their

inception before the termination of the fiduciary relationship or were founded

on information acquired during the fiduciary relationship.”), aff’d, 725 A.2d

443 (Del. 1999).

19

business judgment for the sole benefit of the corporation, and not for the

benefit of individual shareholders . . . .”). Petrobras has not cited any

authority to support the idea that the individuals owed fiduciary duties

to Petrobras, separate and apart from the duties they owed to the

entities they served. And second, we find it difficult to accept the

proposition that the individuals must forever bear a fiduciary duty to

Petrobras long after leaving their positions and even during extensive

and protracted litigation between the two entities. Under Petrobras’s

theory, the Astra individuals would even now—in the midst of this

present litigation—owe ongoing fiduciary duties to act in Petrobras’s

best interest.

But more importantly, even if the Astra individuals owed

lingering fiduciary duties to Petrobras during the parties’ settlement

negotiations, we do not see how their failure to disclose the alleged bribe

offers to Petrobras could affect the enforceability of the reliance

disclaimer when Petrobras does not allege that anyone accepted the

bribes or that the offers in any way affected Petrobras’s decision to enter

into the 2012 settlement agreement.12

Finally, as we explained in Forest Oil and reaffirmed in Lufkin,

the existence of an arm’s-length transaction is only one of the factors we

must consider when deciding whether a reliance disclaimer is

enforceable. See Lufkin, 573 S.W.3d at 229; Forest Oil, 268 S.W.3d at 60.

12 We do not pass judgment on the continuing validity of the reliance

disclaimer had Astra successfully bribed Petrobras into accepting the

settlement agreement because Petrobras has not alleged such facts. See

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. The individuals

ceased serving as directors and officers in 2009 when, as a result of an

arbitration award resolving numerous longstanding disputes, Astra

transferred all of its interests in the jointly owned entities to Petrobras,

and the joint venture ended. From that point until the parties entered

into the 2012 settlement agreement, the parties continued vigorously

litigating numerous disputes, and Astra obtained judgments against

Petrobras totaling more than $750 million. As the adverse parties

negotiated and ultimately signed the settlement agreement, Astra

asserted additional pending claims seeking over $400 million more.

Under these circumstances, any lingering fiduciary duties the Astra

individuals may have owed do not support the conclusion that—contrary

to its clear and express agreement otherwise—Petrobras relied on

Astra’s statements and representations rather than on its “own

judgment” and the advice of its own counsel. Even if this third factor

weighs against enforcing the reliance disclaimer, it does not weigh so

heavily as to overcome the other factors.

3. The totality of the circumstances

When considering and balancing the Forest Oil factors to

determine the enforceability of a reliance disclaimer, “[c]ourts must

always examine . . . the totality of the surrounding circumstances.”

Forest Oil, 268 S.W.3d at 60. Petrobras argues that under these

21

circumstances, in which Astra paid millions of dollars in bribes to induce

the 2006 stock-purchase agreement and then offered many millions

more to obtain the 2012 settlement agreement, the law should not

permit Astra to hide behind a reliance disclaimer to benefit from its

wrongful and criminal conduct. Although we share Petrobras’s concern

over the equities at play, the “totality of the circumstances” that courts

must consider in this context are those circumstances relating not to the

fairness or unfairness of the parties’ settlement agreement, but to the

likelihood that, when they entered into the agreement, the parties truly

intended to disclaim any reliance on each other’s representations and

“intended once and for all to resolve” their disputes. Italian Cowboy, 341

S.W.3d at 335; see also Forest Oil, 268 S.W.3d at 58; Schlumberger, 959

S.W.2d at 180.

As we explained in Forest Oil, “parties who contractually promise

not to rely on extra-contractual statements—more than that, promise

that they have in fact not relied upon such statements—should be held to

their word.” 268 S.W.3d at 60. Considering the Forest Oil factors within

the context of the totality of the circumstances here, we can only

conclude that Petrobras expressly and intentionally represented and

agreed that it was not relying on any of Astra’s statements or

representations when it decided to execute the 2012 settlement

agreement. We thus conclude that Petrobras’s reliance disclaimer is

enforceable.

B. Applicability of the Reliance Disclaimer

Petrobras next contends that, even if its reliance disclaimer is

enforceable, it does not apply to and preclude the fraud claims Petrobras

22

asserts in this case. Specifically, Petrobras notes that it disclaimed

reliance only on any “statement or representation” made by Astra prior

to execution of the settlement agreement, and it asserts that its fraud

claims complain not of any statements or representations but of Astra’s

failure to disclose the bribery payments and offers. According to

Petrobras, it disclaimed reliance on affirmative misrepresentations but

not on any failure to make statements or representations that should

have been made.

Petrobras’s pleaded allegations, however, are not limited to non-

disclosures. Instead, Petrobras expressly alleged in its petition that

Astra “made untrue representations of fact and/or omitted to state facts

necessary to correct or make the statements and/or omissions that were

made.” And in any event, the settlement agreement expressly releases

claims “based on any acts or omissions, whether known or unknown,” so

Petrobras could not rely on any omissions. Moreover, the reliance

disclaimer warrants that “each party is relying on its own judgment,”

not on the disclosure of the other party. Because the settlement

agreement forecloses Petrobras’s argument, we hold that the reliance

disclaimer applies to claims of both misrepresentations and omissions.

C. Applicability to the Individual Defendants

Finally, with regard to the reliance disclaimer, Astra argues that

the court of appeals erred by holding that the individual defendants are

not entitled to summary judgment on Petrobras’s fraud claims. The

court of appeals noted that Petrobras sued the individual defendants “in

their individual capacities,” but concluded that the individuals’

summary-judgment motion did not “expressly present any ground or

23

explain why as a matter of law” they are entitled to “the benefit of the

reliance disclaimer” in their “individual capacities.” 633 S.W.3d at 630.

In other words, the court reversed summary judgment in the individual

defendants’ favor, not on the merits, but because the defendants’ motion

did not adequately specify that the reliance disclaimer protected them

in their “individual,” as opposed to their “corporate,” capacities. Id. at

629.

We disagree. A summary-judgment motion “must stand or fall on

the grounds expressly presented in the motion.” McConnell v. Southside

Indep. Sch. Dist., 858 S.W.2d 337, 341 (Tex. 1993), but the “[g]rounds

may be stated concisely, without detail and argument,” id. at 340

(quoting Roberts v. Sw. Tex. Methodist Hosp., 811 S.W.2d 141 (Tex.

App.—San Antonio 1991, writ denied)). We conclude that the Astra

individuals’ motion sufficiently sought summary judgment against

liability in their “individual” capacity because that is the only capacity

in which Petrobras sought to impose liability on the individuals and the

only capacity in which they could have been liable.

Individuals can “act” in a “corporate capacity” in the sense that

they are acting as an agent, employee, or representative of a corporation.

See Bennett v. Reynolds, 315 S.W.3d 867, 884 (Tex. 2010). If they commit

a tort while acting in their corporate capacity, their employer may be

held vicariously liable for their actions under the doctrine of respondeat

superior. Los Compadres Pescadores, L.L.C. v. Valdez, 622 S.W.3d 771,

779 (Tex. 2021); Painter v. Amerimex Drilling I, Ltd., 561 S.W.3d 125,

130 (Tex. 2018). But the fact that an individual was acting in a corporate

capacity does not prevent the individual from being held personally—or

24

“individually”—liable for the harm caused by those acts. Franka v.

Velasquez, 332 S.W.3d 367, 383 (Tex. 2011) (“[P]ublic employees (like

agents generally) have always been individually liable for their own

torts, even when committed in the course of employment, and suit may

be brought against a government employee in his individual capacity.”);

Miller v. Keyser, 90 S.W.3d 712, 717 (Tex. 2002) (explaining that an

agent who “personally ma[kes] misrepresentations . . . can be held

personally liable”). When an individual commits a tort while acting in a

“corporate capacity,” either the corporation can be held vicariously liable

or the individual can be held personally liable, or both, but the

individual cannot be held “corporately” liable.

Petrobras relies on Ambrosio v. EPS Wireless, Inc., No. 05-99-

01442-CV, 2000 WL 1160696, at *3–4 (Tex. App.—Dallas Aug. 18, 2000,

no pet.) (not designated for publication), for the proposition that a

settlement agreement that releases all claims against a corporation and

its “agents, employees[, and] officials” only releases those individuals

from liability in their “corporate” or “official” capacity and does not

release them from liability in their “individual” capacity. The issue in

Ambrosio, however, was whether a corporate official could benefit from

a release when the plaintiff alleged that the official promised to transfer

stock to the plaintiff both “from the company and himself.” Id. at *1

(emphasis added). The court held that the official was not entitled to

summary judgment based on the release because a fact issue existed as

to whether, “at the time he made the promise to transfer” the stock, the

official “was acting in the course and scope of his employment with” the

company. Id. at *3.

25

Ambrosio is distinguishable from this case because the parties

here do not dispute that the Astra individuals were acting within the

course and scope of their employment when they paid, offered, and failed

to disclose the bribes. Petrobras pleaded that the individuals were

individually liable for that conduct, and the individuals moved for

summary judgment on those claims. Because the only claims Petrobras

pleaded—or could have pleaded—against the individuals were claims to

hold them individually liable, the individuals did not have to seek

summary judgment expressly against “individual” liability.

In addition to agreeing with the trial court that the individual

defendants’ summary-judgment motion was sufficient to obtain

summary judgment against individual liability, we agree with the trial

court that the individual defendants demonstrated that they were

entitled to that relief. Petrobras relies on Ambrosio for the proposition

that Petrobras’s release was not sufficient to release claims against the

individual defendants in their individual capacities because the release

referred only to Astra’s “agents” and did not expressly identify the

individual defendants. But the issue here is whether the individuals

were entitled to summary judgment on Petrobras’s fraud claims, and on

that issue, the question is not whether Petrobras released those claims

but whether the reliance disclaimer prevents Petrobras from

establishing the reliance necessary to recover from the individuals on

those claims. Because Petrobras expressly disclaimed reliance on any

statement or representation by any “agent” of Astra, we conclude that

Petrobras cannot establish that any representation by the Astra

individuals defrauded Petrobras.

26

Because Petrobras’s disclaimer of reliance on Astra’s statements

and representations is enforceable and applies to the representations

about which Petrobras now complains, and because the disclaimer

negated the reliance element of Petrobras’s fraud claims, we conclude

that the Astra defendants were entitled to summary judgment on those

claims. And to the extent that Petrobras’s claims for conspiracy, aiding

and abetting, unjust enrichment, declaratory judgment, and exemplary

damages are derivative of and dependent upon the fraud claims, the

defendants are entitled to summary judgment on those claims as well.

IV.

Arbitration Claims

In addition to declaring that the 2012 settlement agreement bars

the claims Petrobras asserted in this lawsuit, the trial court’s final

judgment also declared that the agreement bars the claims Petrobras

asserted in the separate arbitration proceeding it filed shortly after it

filed this lawsuit. As in this lawsuit, Petrobras asserted in the

arbitration proceeding that Astra “engaged in bribery and corruption in

connection with” the parties’ 2006 stock-purchase agreement and

brought multiple claims, including claims for fraud, breach of contract,

declaratory judgment, aiding and abetting breach of fiduciary duty,

unjust enrichment, and racketeering, seeking exemplary damages,

attorney’s fees, and costs. But in the arbitration, Petrobras asserted the

claims to challenge the enforceability of the 2006 stock-purchase

agreement, rather than the 2012 settlement agreement. It did so

because the stock-purchase agreement required arbitration of any claim

or controversy arising out of or related to “any question of the validity

27

or effect of this Agreement including this clause.” Based on this

arbitration clause, Petrobras argues that the court of appeals erred by

affirming the trial court’s declaratory judgment.

Petrobras contends the arbitration clause requires the arbitrator,

and not the courts, to resolve the claims filed in the arbitration. Astra

argues, however, that the parties’ 2012 settlement agreement resolved

all claims between the parties and replaced and superseded the 2006

stock-purchase agreement, including the arbitration clause, so the

arbitration agreement ceased to exist after the settlement agreement.

But Petrobras contends that only the arbitrator can decide the

“gateway” issue of whether the claims are arbitrable because the parties

delegated to the arbitrator “any question of the validity or effect of [the

arbitration] clause.” See Henry Schein, Inc. v. White Sales, Inc., 139 S.

Ct. 524, 530 (2019) (“Just as a court may not decide a merits question

that the parties have delegated to an arbitrator, a court may not decide

an arbitrability question that the parties have delegated to an

arbitrator.”).

The dispute over the arbitration, then, is whether, in light of the

2012 settlement agreement, the parties’ agreement to arbitrate as set

forth within the 2006 stock-purchase agreement still exists at all. And

as the Supreme Court and this Court have explained, courts—and not

arbitrators—must decide whether the parties “in fact delegated the

arbitrability question to the arbitrator,” id. at 531, “whether the parties

are bound by a given arbitration clause,” Howsam v. Dean Witter

Reynolds, Inc., 537 U.S. 79, 84 (2002), and “whether the parties made a

valid and presently enforceable agreement to arbitrate,” G.T. Leach

28

Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502, 519 (Tex. 2015)

(emphasis added). In short, courts must decide “whether an enforceable

agreement to arbitrate . . . exists.” Id. at 522. Because the parties here

dispute whether their arbitration agreement continued to exist after the

2012 settlement agreement, we agree with the trial court and court of

appeals that courts must decide that issue.

The Supreme Court has also instructed that “courts ‘should not

assume that the parties agreed to arbitrate arbitrability unless there is

clear and unmistakable evidence that they did so.’” Henry Schein, 139

S. Ct. at 531 (quoting First Options of Chi., Inc. v. Kaplan, 514 U.S. 938,

939 (1995)); see Howsam, 537 U.S. at 83. Here, the 2006 stock-purchase

agreement indisputably includes a clear and unmistakable agreement

that the arbitrator will decide any question regarding the “validity” of

the parties’ arbitration agreement. But the 2012 settlement agreement

just as clearly confirms that the parties later agreed to resolve all claims

and to supersede the stock-purchase agreement. Several of the

settlement agreement’s provisions provide this confirmation.

First, the 2012 settlement agreement includes a merger clause in

which the parties agreed that the settlement agreement “represents the

entire agreement of the [p]arties and supersedes all prior written or oral

agreements.” [emphasis added.] The merger clause contains no language

that could somehow be interpreted to except or preserve the parties’

“prior written . . . agreement” to arbitrate disputes over the 2006 stock-

purchase agreement.

Second, the settlement agreement includes a forum-selection

clause in which the parties agreed that the state courts of Harris County

29

and the federal district court for the Southern District of Texas, Houston

Division, would be “the exclusive forums for any dispute arising out of

or related to this Settlement Agreement.” Again, the clause contains no

language that could be interpreted to except a dispute over the stock-

purchase agreement or its arbitration clause or over the settlement

agreement’s effect on that clause. While arbitration clauses can survive

and be harmonized with forum-selection clauses in subsequent

agreements between parties, see Sharpe v. AmeriPlan Corp., 769 F.3d

909, 915 (5th Cir. 2014), the forum-selection clause in the 2012

settlement agreement states that Harris County courts and the

Southern District of Texas are “the exclusive forums for any dispute”

regarding the settlement agreement, indicating the parties’ intent to

supersede the arbitration clause in the 2006 stock-purchase agreement.

See id. at 917 (“The ‘submit[ted] to the . . . jurisdiction’ language

demonstrates an intent for a court to adjudicate the merits of the

claims.”), 915–17 (comparing a “mere” venue clause, which can be

harmonized with an arbitration clause, with “far more extensive”

dispute-resolution clauses requiring all claims to be “submit[ted] to”

particular courts, which could not be harmonized with an arbitration

clause).

And finally, the parties agreed through the mutual release

clauses to release “all claims, demands, and causes of action of whatever

kind or character,” including “any claim arising out of or related to the

2006 [stock-purchase agreement], including without limitation, any

claims related to [any] covenants.” The releases, again, contain no

language that could be interpreted to preserve any claims regarding the

30

stock-purchase agreement or its arbitration clause. In fact, although the

settlement agreement describes at length how and where any disputes

over the settlement agreement should be resolved, it never mentions

arbitration.

We conclude that the settlement agreement confirms that the

parties agreed to supersede all prior agreements and to resolve any

disputes over the settlement agreement in court. At a minimum, reading

the arbitration agreement and the subsequent settlement agreement

together, we cannot conclude that a presently enforceable arbitration

agreement clearly and unmistakably exists. We thus conclude that

courts, rather than the arbitrator, must decide whether an agreement

to arbitrate claims regarding the 2006 stock-purchase agreement

presently exists, and for the reasons we have explained, we conclude it

does not.

In the absence of an arbitration agreement, the trial court

properly decided whether the 2012 settlement agreement bars the

claims Petrobras asserted in the arbitration proceeding. And we

conclude the court correctly decided that it does. As we have explained,

the settlement agreement included “the broadest type of general

release” in which Petrobras released “any and all claims . . . of whatever

kind or character, . . . whether known or unknown,” including, “without

limitation,” all claims related to the 2006 stock-purchase agreement and

all claims “growing out of, or connected in any way with, the Astra

Parties’ dealings with the Petrobras Parties.” Because the claims

Petrobras asserted in the arbitration proceeding squarely fit within this

31

release, we conclude that the trial court correctly held that the

settlement agreement bars those claims.

V.

Attorney’s Fees and Costs

Finally, as mentioned, the trial court granted summary judgment

to Astra and awarded Astra about $1.3 million in attorney’s fees and

costs. Because the court of appeals reversed the judgment, it also

reversed the fees-and-costs award and remanded that issue for the trial

court to reconsider. 633 S.W.3d at 633–34. Because we reinstate the trial

court’s judgment, we elect to review the issues Petrobras raised on

appeal regarding the fee award, which the parties renew here.

Petrobras argues that the trial court erred in granting attorney’s

fees and costs under section 37.009 of the Texas Civil Practice and

Remedies Code. See TEX. CIV. PRAC. & REM. CODE § 37.009. Petrobras

challenged the fee award on three bases: (1) Astra cannot collect

attorney’s fees because its declaratory-judgment claim merely

duplicated issues that were already before the court, see MBM Fin. Corp.

v. Woodlands Operating Co., 292 S.W.3d 660, 670–71 (Tex. 2009);

(2) Astra failed to segregate its fees between its declaratory-judgment

claim and claims for which attorney’s fees are not available, see Tony

Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299, 311 (Tex. 2006) (stating

that parties must generally segregate fees); and (3) the fee is unjust

because of Astra’s alleged criminal conduct.

We review section 37.009 fee awards under an abuse-of-discretion

standard. Bocquet v. Herring, 972 S.W.2d 19, 21 (Tex. 1998). “It is an

abuse of discretion for a trial court to rule arbitrarily, unreasonably, or

32

without regard to guiding legal principles . . . or to rule without

supporting evidence.” Id. (citations omitted). First, although both

parties’ claims for declaratory judgment addressed the issue of whether

the 2012 settlement agreement is valid and enforceable, Astra’s

counterclaim sought additional relief in the form of a declaration that

the settlement agreement bars the separate arbitration proceeding as

well as Petrobras’s claims in this lawsuit. We thus conclude that Astra’s

counterclaim did not merely duplicate Petrobras’s claim.

Second, the duty to segregate between recoverable and

nonrecoverable attorney’s fees does not apply when the services for

which the fees are incurred “advance both a recoverable and

unrecoverable claim,” such that the “fees are so intertwined that they

need not be segregated.” Chapa, 212 S.W.3d at 313–14. Here, Astra

reduced and segregated fees by eliminating hundreds of thousands of

dollars in fees, reducing the hourly rate for certain attorneys as

requested, and applying a thirty- to fifty-percent discount to hours

billed. Moreover, because Astra sought to halt the arbitration

proceeding by enforcing the settlement agreement’s forum-selection

clause, it necessarily had to prove that the agreement was valid and

enforceable. We conclude that the trial court did not abuse its discretion

by finding that any work completed to achieve those goals was

sufficiently intertwined to negate any need for the fees to be segregated

further. See id.

Third, we disagree that the trial court abused its discretion by

concluding that its award of attorney’s fees to Astra was equitable and

just. Although we do not discount the seriousness of Petrobras’s

33

accusations of bribery and other corrupt conduct by Astra, the trial court

correctly concluded that Petrobras agreed to release and forgo any

claims based on any conduct by Astra—whether known or unknown—

when it agreed to the 2012 settlement agreement. By asserting claims

it had agreed never to assert, Petrobras broke the promise it made in

the settlement agreement and caused Astra to incur substantial fees and

costs to enforce that promise. We conclude the trial court did not abuse

its discretion by awarding Astra its fees and costs.

VI.

Conclusion

We hold that the 2012 settlement agreement bars Petrobras’s

claims against Astra because the release bars the fiduciary-duty claims

and the reliance disclaimer prevents Petrobras from establishing the

fraud claims. We reverse the court of appeals’ judgment and render

judgment reinstating the trial court’s final judgment.

Jeffrey S. Boyd

Justice

OPINION DELIVERED: April 29, 2022

34