E-Learning LLC v. AT & T Corp., 517 S.W.3d 849

Background

BDG (E-Learning LLC, Grant Business Development Group, Roger and Judith Grant) alleges it performed work on AT&T’s IAS training project in 2013 after interactions with AT&T project manager Analisa Bishop and submitted a $158,000 proposal; AT&T refused payment claiming no contract or approval.
BDG relied on prior "Bishop projects" and a course of dealing in which BDG claims Bishop handled approvals and directed work; BDG began and partially completed work after submitting the proposal.
BDG sued for breach of contract (implied), quantum meruit, breach of fiduciary duty, negligent misrepresentation, fraud and fraud by nondisclosure; AT&T moved for traditional and no-evidence summary judgment.
The trial court sustained AT&T’s objections excluding Grant’s affidavit, a Training Material and Service Agreement, and BDG’s interrogatory answers, then granted AT&T summary judgment and denied BDG’s motions for new trial.
On appeal BDG challenged the evidentiary exclusions and the grant of summary judgment on each claim; the court reviewed sham-affidavit principles, rules on use of discovery responses, and no‑evidence and traditional summary judgment standards.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Admissibility of Grant’s affidavit	Affidavit consistent with deposition; not a sham	Affidavit contradicts deposition on material points; sham affidavit	Excluded — affidavit materially contradicted deposition without explanation; trial court did not abuse discretion
Exclusion of Training Material & Service Agreement	Document relevant to agreement and course of dealing	Document irrelevant and unsigned	Excluded — plaintiff failed to challenge all objection bases on appeal; complaint waived
Exclusion of BDG’s interrogatory answers	Answers show factual issues on contract and reliance	Discovery responses are self-serving and inadmissible to raise issues for the responding party	Excluded — party cannot use its own interrogatory answers to create fact issues
Breach of contract (implied)	Course of dealing and proposal show acceptance/mutual assent	No evidence of acceptance; Grant admitted AT&T never agreed to accept proposal	Summary judgment for AT&T affirmed — no-evidence on acceptance; traditional SJ also satisfied by deposition testimony negating acceptance
Quantum meruit	BDG performed valuable services and AT&T accepted them; expected compensation	No evidence BDG provided valuable services or that AT&T accepted them	Summary judgment for AT&T affirmed — cited evidence insufficient to show valuable services/acceptance
Breach of fiduciary duty	Bishop’s conduct created fiduciary relationship with BDG	Relationship was arms-length; no special trust apart from the contract	Summary judgment for AT&T affirmed — no evidence of pre-existing informal fiduciary relationship
Negligent misrepresentation	BDG relied on AT&T/Bishop representations to its detriment	No evidence of justifiable reliance	Summary judgment for AT&T affirmed — reliance element unsupported (reliance evidence excluded)
Fraud by nondisclosure	AT&T failed to disclose material facts (e.g., lack of approval, Bishop’s authority)	No evidence of failure to disclose material facts or duty to disclose	Summary judgment for AT&T affirmed — emails and record did not raise fact issue on nondisclosure

Key Cases Cited

Owens-Corning Fiberglas Corp. v. Malone, 972 S.W.2d 35 (Tex. 1998) (abuse-of-discretion standard for evidentiary rulings on summary judgment evidence)
Cire v. Cummings, 134 S.W.3d 835 (Tex. 2004) (abuse-of-discretion review scope)
First State Bank of Mesquite v. Bellinger & Dewolf, LLP, 342 S.W.3d 142 (Tex. App.-El Paso 2011) (sham affidavit doctrine applied where affidavit contradicted deposition)
Cantu v. Peacher, 53 S.W.3d 5 (Tex. App.-San Antonio 2001) (distinguishing variations on a theme from material contradictions between deposition and affidavit)
Mann Frankfort Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844 (Tex. 2009) (summary judgment review — view evidence favoring nonmovant)
Frost Nat’l Bank v. Fernandez, 315 S.W.3d 494 (Tex. 2010) (defendant may conclusively negate an essential element to obtain summary judgment)
Heldenfels Bros., Inc. v. City of Corpus Christi, 832 S.W.2d 39 (Tex. 1992) (elements of quantum meruit)
McCamish, Martin, Brown & Loeffler v. F.E. Appling Interests, 991 S.W.2d 787 (Tex. 1999) (elements of negligent misrepresentation)
Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171 (Tex. 1997) (arms-length transactions do not create fiduciary duties)
Meyer v. Cathey, 167 S.W.3d 327 (Tex. 2005) (informal fiduciary relationship must exist apart from the agreement)