Fiduciary Financial Services of the Southwest, Inc. v. Corilant Financial, L.P., 376 S.W.3d 253

Corilant sued FFSS for breach of contract after FFSS refused to sell its outstanding stock.
A March 8, 2007 LOI contemplated definitive agreements to memorialize terms and stated the LOI was legally binding.
The LOI includes a five-year earn-out with payments based on gross revenues minus 19.1% and FFSS expenses.
The structure of the 19.1% deduction was disputed as either a deductible management fee by FFSS or a non-deductible dividend by Corilant.
FFSS refused to sign the definitive agreements in July 2007, leading to Corilant’s breach-of-contract suit; after two trials, the jury initially favored Corilant, but on appeal the court reversed and rendered for Corilant take-nothing.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Is the LOI enforceable contract?	Corilant: LOI terms are definite and binding.	FFSS: LOI lacks essential terms, especially earn-out structure.	LOI not enforceable; missing essential terms.
Does Corilant’s cross-appeal defeat FFSS/individuals on breach and fraud claims given LOI defects?	Corilant: breach and fraud claims should proceed.	FFSS: LOI absence precludes contract-based claims; briefing deficient on fraud.	Issues waived/overruled; LOI non-enforceable bars breach claim against individuals.

T.O. Stanley Boot Co. v. Bank of El Paso, 847 S.W.2d 218 (Tex.1992) (legal sufficiency standard; no-evidence review guiding contract analysis)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex.2005) (no-evidence standards and sufficiency of evidence in dispositive issues)
COC Servs., Ltd. v. CompUSA, Inc., 150 S.W.3d 654 (Tex.App.-Dallas 2004) (essential-term indefiniteness; agreement to agree not binding)
Fort Worth ISD v. City of Fort Worth, 22 S.W.3d 831 (Tex.2000) (contracts require definite terms for breach-remedy basis)
Ski River Dev., Inc. v. McCalla, 167 S.W.3d 121 (Tex.App.-Waco 2005) (terms left to future negotiation render unenforceable)