No Reliance Without Reading the Contract
March 18, 2013Timothy Brown, a professional golfer, started a company and then sold it to Golf & Tennis Pro Shop, Inc. (“GTPS”). Brown then worked for GTPS for a while, but the relationship deteriorated and he left the company shortly thereafter. Brown, however, remained bound by a non-compete agreement with GTPS. Still, he entered into discussions with Jeff Blankinship to pursue a similar idea to his former company, but this time apart from GTPS. As Brown negotiated a contract with Blankinship, Brown had his lawyer, Gary Blanscet, review the agreement. Blanscet required changes to the agreement to reflect Brown’s prior dealings with GTPS. Blankinship signed the revised agreement without reading it and, a week later, found out about GTPS. Blankinship sued Brown and Blanscet for, among other things, fraud and negligent misrepresentation. The trial court granted Blanscet’s no evidence summary judgment motion. Later, the jury found in favor of Blankinship as against Brown. Blankinship appealed the trial court’s summary judgment decision concerning Blanscet.
On appeal, the Court found that Blankinship could not establish the reliance element of his causes of action because, among other things, Blankinship admitted at trial that he never read the contract before he signed it. Blankinship tried to argue that Blanscet had a duty to him under the Texas Rules of Professional Conduct not to make any misrepresentations, but the Court of Appeals found that a non-client cannot rely on an attorney’s representation unless the attorney invites that reliance, such as when the attorney issues an opinion letter or some other type of evaluation. Because that was not the case here, the Court upheld the trial court’s grant of summary judgment in favor of Blanscet.
