Contract v. Representation = No Justifiable Reliance

Conosir, LLC v. Santos confirms that reliance on an oral misrepresentation is not justified when it is “directly contradicted by the express, unambiguous terms of a written agreement between the parties.”

Here, the parties’ contract at issue unambiguously set forth the terms of a sale, and its merger clause explicitly foreclosed any alternative oral agreements. As a result, the court concluded that the element of reliance necessary for statutory fraud was negated as a matter of law. No. 05-23-01181-CV, July 30, 2025.