## Facts

- A Texas limited partnership operating a Dallas restaurant leased commercial space under a long-term lease with renewal options.
- The property was sold to a successor landlord, which assumed the landlord’s obligations and retained a property manager as its agent.
- The tenant alleged serious, long-running structural problems (including settlement and movement) that damaged the premises and disrupted operations.
- The tenant claimed the landlord had a lease duty to maintain the building’s structural system but failed to do so.
- The tenant further alleged the landlord and property manager made misrepresentations and delayed effective repairs to pressure the tenant to leave or accept worse terms.
- The tenant renewed the lease and claimed it did so in reliance on assurances about the building condition and planned repairs.
- The tenant sued for breach of contract and torts (including fraud, fraudulent inducement, and civil conspiracy) and sought damages plus equitable relief (specific performance, rescission, and declaratory relief).

## Issues

1. Whether the lease’s consequential-damages waiver was enforceable and, if so, whether it limited the tenant’s contract recovery to actual, direct damages.
2. Whether the tenant could obtain specific performance compelling structural repairs, or other equitable relief (rescission or declaratory relief) related to the lease renewal.
3. Whether alleged misrepresentations about the structural condition and repairs created triable issues on fraud, fraudulent inducement, and civil conspiracy claims.

## Decision

- The court granted partial summary judgment for the landlord and successor owner enforcing the lease’s consequential-damages waiver and limiting contract damages to actual, direct damages.
- The court granted summary judgment against the tenant on specific performance, rescission, and certain declaratory-relief requests, concluding damages were adequate and repair supervision would be impractical.
- The court denied summary judgment on the tenant’s fraud-based and conspiracy claims, finding genuine disputes of material fact.
- The court denied the property manager’s summary-judgment motion in full, allowing fraud and conspiracy claims against it to proceed.

## Legal Principles

- Under Texas contract law, clear and unambiguous contractual waivers of consequential damages are generally enforceable and can limit recovery to actual, direct damages for breach.
- Specific performance is generally unavailable where monetary damages provide an adequate remedy, especially when performance would require ongoing judicial supervision of complex repair work.
- Rescission is an extraordinary remedy and may be denied when damages can compensate the complaining party and when equitable relief would add little beyond existing legal claims.
- Fraud and fraudulent-inducement claims may proceed alongside contract claims when the alleged misrepresentations concern matters beyond mere nonperformance (e.g., statements about property condition or intended repairs) and material fact disputes exist as to falsity, intent, reliance, and causation.
- Civil conspiracy claims ordinarily present fact questions when evidence could support an agreement and coordinated conduct to accomplish an unlawful purpose or lawful purpose by unlawful means.

## Conclusion

The court enforced the lease’s consequential-damages waiver and eliminated equitable remedies, but it allowed the tenant’s fraud and civil conspiracy theories to proceed because the summary-judgment record presented fact disputes about alleged misrepresentations and coordinated conduct related to the building’s structural condition and repairs.


McKinney/Pearl Rest. Partners, L.P. v. Metro. Life Ins. Co., 241 F. Supp. 3d 737 (N.D. Tex. 2017)