## Facts

- Crim Truck & Tractor Co. and its principals operated as a Navistar franchise dealer under a long-running relationship later memorialized in written agreements, with the controlling agreement executed in 1979.
- The 1979 franchise agreement permitted the dealer to terminate at will, but limited Navistar’s termination rights to specified grounds and required a reasonable opportunity to cure an alleged breach.
- Navistar implemented a dealer communications network requiring dealers to obtain specified computer equipment and participate in the system.
- Crim declined to participate and did not execute a new sales and service agreement by Navistar’s deadline.
- Navistar issued notice of termination, and the franchise ended effective April 1, 1985.
- The Crims sued for breach of contract, breach of fiduciary duty (based on alleged trust and “mutual confidence” language), and fraud (based on alleged misrepresentations related to the network requirement and the relationship).
- A jury found for the Crims on contract, fiduciary duty, and fraud; the trial court rendered judgment awarding damages.
- The court of appeals reversed, holding no evidence supported fiduciary duty or fraud, and remanded for a new trial limited to contract issues due to insufficient evidence of contract damages.

## Issues

1. Whether evidence of the parties’ franchise dealings and contract language established an informal confidential relationship imposing a fiduciary duty on the franchisor.
2. Whether there was evidence of an actionable misrepresentation sufficient to support common-law fraud.
3. Whether the appellate disposition remanding for a contract-only retrial should be disturbed on review.

## Decision

- The Texas Supreme Court affirmed the court of appeals’ judgment.
- The Court held there was no evidence of a confidential relationship giving rise to a fiduciary duty between franchisor and franchisee on this record.
- The Court held there was no evidence of an actionable misrepresentation to support fraud.
- The Court left in place the remand for a new trial limited to contract issues.

## Legal Principles

- In a “no evidence” review, the court examines whether the proof has a tendency to establish a material fact and whether it rises above a mere scintilla of probative evidence.
- Informal fiduciary duties in commercial settings are exceptional and require proof of a relationship of trust and reliance beyond arm’s-length dealings, typically involving dominance/subordination or an agreement to act primarily for another’s benefit.
- A long-standing franchisor–franchisee relationship and contract language referencing “mutual confidence and trust,” without more, do not establish a confidential relationship imposing fiduciary duties.
- Common-law fraud requires an actionable misrepresentation of material fact; opinions, predictions, statements of future intent, true statements, or statements not shown to be relied upon to the plaintiff’s detriment are not sufficient.

## Conclusion

The court concluded that the evidence did not support imposing fiduciary obligations on the franchisor or submitting fraud to the jury, and it affirmed a remand for retrial limited to contract issues because only the contract claim potentially remained viable.


Crim Truck & Tractor Co. v. Navistar Int’l Transp. Corp., 823 S.W.2d 591 (Tex. 1992)