Texas Business Court Decision – July 24, 2026
No. 25-BC01A-0013 Fiberwave, Inc., etc. v. AT&T Enterprises, LLC, etc. (First Division, Judge Bouressa) 2026 Tex. Bus. 50
Contracts.
Background:
Fiberwave, formerly known as Spearhead Consulting, served as a “Solution Provider” for AT&T under a 2022 Alliance Program Agreement, and its incorporated Solution Providers Guidebook. After AT&T terminated the agreement and withheld termination Residual Compensation, Fiberwave sued for fraudulent inducement, alleging AT&T never intended to honor its promise to pay vested Residual Compensation despite knowing of “kickback” allegations dating back to 2016 and 2018. AT&T counterclaimed for fraud against Fiberwave, its principal Chris Percy (a former AT&T employee who allegedly received the kickbacks), Spearhead and Faisal Chaudhry, alleging concealment of the kickback payments. AT&T later nonsuited its claim against Spearhead. The parties filed cross-motions for summary judgment on the various fraud claims, and cross motions under Tex. R. Civ. P 166(g) concerning interpretation of Section VI.B.4 of the Solution Providers Guidebook, which covered the calculation of vested Residual Compensation following a for-cause termination.
Issues:
(1) Whether Guidebook Section VI.B.4 unambiguously establishes the starting point for calculating the 36-month vesting period for post-termination Residual Compensation – Held: No;
(2) Whether Fiberwave raised a genuine issue of material fact on its fraudulent inducement claim, particularly as to AT&T’s intent not to perform and justifiable reliance – Held: No; and
(3) Whether AT&T raised a genuine issue of material fact on tis fraud claims against Fiberwave, Percy, and Chaudhry – Held: No.
Discussion:
(1) Contract Ambiguity. On the cross-motions for construction of the contract, Section VI.B.4 is ambiguous, and neither party’s reading of “no more than 36 monthly payments remaining on an Order” fully comports with the provision’s text and surrounding context; this is an issue which should be left for the jury, with each side being able to offer extrinsic evidence.
(2)(a) Fiberwave’s fraudulent inducement claim. The court grants AT&T’s motion for summary judgment on two independent grounds. First, Fiberwave’s evidence that AT&T received, investigated, and ultimately dismissed as unsubstantiated kickback reports from 2016 and 2018 was mere surmise or suspicion that AT&T lacked a present intent to perform when it entered into the agreement in 2022. Circumstantial evidence merely showing AT&T could have known or might have known of conduct supporting a later denial of compensation does not satisfy the requirement that evidence of fraudulent intent transcend “mere suspicion.” Second, even assuming an actionable misrepresentation by AT&T, the agreement’s waiver provision and merger clause foreclosed justifiable reliance as a matter of law, as a party cannot justifiably rely on promises contradicted by unambiguous written terms disclaiming reliance on prior course of dealing or extra-contractual representations.
(b) AT&T’s fraud claims against Chaudhry. Chaudhry moved for summary judgment on both no-evidence and traditional grounds. On the no-evidence motion, AT&T never identified any specific law violated by the alleged kickbacks, so it could not establish that Chaudhry’s representations of legal compliance were false, and AT&T failed to cite any evidence supporting intent to induce reliance. On the traditional motion, Chaudhry established the economic loss rule as an affirmative defense: even assuming a duty independent of the contract, AT&T’s claimed injury (unearned commissions) was purely economic and contractual in nature, not the kind of independent harm needed to support a tort claim. AT&T’s requested remedies of disgorgement and rescission are also rejected – disgorgement is unavailable because the parties’ relationship was an arm’s-length commercial transaction with no fiduciary entanglement, and AT&T has not pleaded for it; rescission was not available because AT&T pleaded only for money damages and offered no evidence that damages would be in an inadequate remedy. Chaudhry’s motion for summary judgment is granted.
(c) On AT&T’s fraud claims against Fiberwave and Percy. The court extended the same no-evidence and traditional motion reasoning to Fiberwave (through Chaudhry’s actions as is agent) and to Percy individually. As with Chaudhry, AT&T failed to identify a law Fiberwave violated or specific evidence of intent to induce reliance. As to Percy, AT&T’s theory rested on fraud by omission – that Percy failed to disclose the kickbacks he received while an AT&T employee – but AT&T offered no legal basis establish a duty to disclose absent a fiduciary relationship, and it did not plead a breach of fiduciary duty. There was no more than a scintilla of evidence on the remaining fraud elements as to either defendant, and the court incorporated its economic-loss-rule and remedy analysis from the Chaudhry portion of the fraud discussion to defeat AT&T’s traditional-ground arguments against Fiberwave and Percy.
The parties’ remaining contract claims will proceed to a jury trial.