CROSSOVER: Oral Promises vs. Written MSAs: Why ‘Justifiable Reliance’ Dies When the Contract Is Signed

Memorandum Opinion by Justice Bassel, 02-25-00386-CV, January 30, 2026.

On appeal from the 67th District Court of Tarrant County, Texas.

Synopsis

The Fort Worth Court of Appeals affirmed a Rule 91a dismissal, holding that a party’s reliance on oral representations is not justifiable as a matter of law when those representations are directly contradicted by the express, unambiguous terms of a written contract. Furthermore, the court held that the discovery rule does not toll the DTPA statute of limitations when a plaintiff fails to exercise reasonable diligence by failing to review the terms of the agreement they signed.

Relevance to Family Law

For the family law practitioner, this case is a powerful shield against “buyer’s remorse” in Mediated Settlement Agreements (MSAs) and Rule 11 agreements. It is common for a party to attempt to set aside a settlement by alleging they were promised a specific side-deal or “work-around” by the other spouse or counsel during negotiations that never made it into the final signed document. High Risk Pregnancy Doctors reinforces the finality of the written word; if the signed MSA or decree contains terms that contradict an out-of-court oral promise, the oral promise is legally dead on arrival.

Case Summary

Fact Summary

Dr. Violetta Lozovyy and her practice, High Risk Pregnancy Doctors, PLLC (HRPD), sought to lease medical office space. The leasing agent, Lincoln Property Company, provided an offer letter and a subsequent lease that required the tenant to obtain staff privileges at a specific hospital within 120 days. Dr. Lozovyy, concerned about this requirement, alleged that the leasing agent, Douglas Maclay III, orally promised her that if she failed to obtain the required privileges, the lease would not become effective and the situation “would be dealt with.” Relying on this oral assurance, she signed the lease. The written lease, however, contained unambiguous provisions requiring the privileges and did not include the oral “escape hatch” promised by Maclay. When the relationship soured, HRPD sued for fraud and DTPA violations. The defendants moved for dismissal under Rule 91a, arguing the claims had no basis in law because the written contract superseded the oral representations.

Issues Decided

1. Whether a plaintiff can maintain a claim for fraud when their alleged “justifiable reliance” is based on oral representations that are directly contradicted by the express terms of a written agreement.
2. Whether the discovery rule tolls the statute of limitations for a DTPA claim when the plaintiff’s failure to discover the alleged misrepresentation stems from their failure to read the written contract.

Rules Applied

The court relied on the standard for Rule 91a motions, which requires dismissal if the allegations, taken as true, do not entitle the claimant to the relief sought. The court applied the “justifiable reliance” doctrine from Mercedes-Benz USA, LLC v. Carduco, Inc., which dictates that a party to an arm’s length transaction cannot as a matter of law rely on an oral representation that is contradicted by the unambiguous terms of a written contract. Regarding the DTPA, the court applied the two-year statute of limitations and the “reasonable diligence” requirement of the discovery rule, noting that a party is charged with knowledge of the contents of the contracts they sign.

Application

The court’s analysis centered on the direct conflict between Maclay’s alleged oral promise and the written lease. The lease explicitly required staff privileges and contained no contingency for the lease becoming “ineffective” if those privileges were denied. Because Dr. Lozovyy was a sophisticated party (a physician) entering into a commercial transaction, she could not claim she was “justifiably” misled by a statement that her own contract refuted. In the DTPA context, the court found the plaintiffs’ argument for tolling the statute of limitations meritless. The “injury”—the inclusion of the contradictory terms in the lease—was discoverable the moment the lease was presented for signature. By failing to read the document, the plaintiffs failed to exercise the reasonable diligence required to invoke the discovery rule.

Holding

The Court of Appeals affirmed the trial court’s dismissal of all claims.

The court held that the fraud claim failed because, as a matter of law, reliance on an oral representation is not justified when the written contract provides clear, contradictory notice of the actual terms.

The court held that the DTPA claim was barred by the statute of limitations because the discovery rule does not protect a party who fails to read their own contract, as such failure constitutes a lack of reasonable diligence.

Practical Application

This ruling is a vital tool for defending the integrity of family law settlements. When a party attempts to avoid the consequences of an MSA by claiming they were “lied to” about the effect of a specific clause, this case provides the authority to seek an early dismissal or summary judgment. It places the burden squarely on the parties to ensure that every “deal point” is reflected in the final writing. In the context of a Rule 11 agreement regarding property division or custody, if the written agreement says “Standard Possession Order” and the parent claims the other side promised “50/50” orally, the written document will control.

Checklists

Defending Against Claims of Fraudulent Inducement in MSAs

• Identify Contradictions: Compare the alleged oral promise to the express language of the MSA or Decree.
• Assess Sophistication: Note the presence of counsel and the parties’ professional backgrounds to bolster the “arm’s length” nature of the deal.
• Assert Rule 91a/Summary Judgment: Use the Carduco and High Risk Pregnancy Doctors line of cases to argue that reliance is unjustifiable as a matter of law.
• Review Merger Clauses: Ensure your settlement documents contain a robust merger clause stating that the written document supersedes all prior oral agreements.

Avoiding DTPA/Fraud Exposure in Negotiations

• The “Read-Through”: Conduct a formal page-by-page review of the final document with the client on the record or via a signed acknowledgment.
• Clarify Contingencies: If a client expects a “what if” scenario (like the doctor’s staff privileges), ensure that “what if” is explicitly drafted into the document.
• Limit Extra-Contractual Representations: Explicitly state in Rule 11 agreements that no representations have been made other than those contained within the four corners of the document.

Citation

High Risk Pregnancy Doctors, PLLC and Violetta Lozovyy v. Lincoln Property Company d/b/a Lincoln Harris CSG and Douglas Maclay III, No. 02-25-00386-CV (Tex. App.—Fort Worth Jan. 30, 2026, no pet. h.).

Full Opinion

View Full Opinion Here

Family Law Crossover

This civil ruling can be weaponized to defeat a Motion to Set Aside a Mediated Settlement Agreement. In Texas, MSAs are generally irrevocable if they meet the statutory requirements of Tex. Fam. Code § 6.602. However, parties often attempt to bypass this by pleading “fraudulent inducement.”

By citing High Risk Pregnancy Doctors, you can argue that even if the other spouse did make a false oral promise, the complaining spouse’s reliance on that promise was legally unjustified because they signed an MSA that contained different terms. It effectively raises the bar for “fraud” in the settlement context: if the “lie” is contradicted by the “ink,” there is no actionable fraud. This is also a potent defense against late-filed bills of review where a party claims they only recently “discovered” that the decree didn’t match the oral agreement. If the decree was available to be read at the time of signing, the discovery rule will not save them from the statute of limitations.

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