Matlock Place Apartments, L.P. v. Druce, 369 S.W.3d 355

Matlock Place Apartments, L.P. owns a Texas property sold to Druce Properties in 2004.
The marketing brochure touted 93% occupancy and “Major Rehab Just Completed,” but defendant knew rehabilitation was not complete.
Druce signed a letter of intent March 12, 2004 and later a purchase contract; a $100,000 closing credit for repairs was noted.
Druce inspected a sample of units, relying on the brochure and representations; after closing he found substantial undisclosed problems.
The jury found fraud and related claims against Matlock Place, Legend, Burns, and Kofdarali, awarding damages and attorney’s fees to Druce, with punitive damages against Legend, and the trial court entered judgment accordingly.
The court later sustained in part and reversed in part, sustaining the disclaimer of reliance and ordering remand for a new trial on some issues.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Was the disclaimer of reliance enforceable to bar fraud claims?	Druce asserts reliance on seller representations.	Matlock Place asserts the clause precludes reliance.	Disclaimer enforceable; precludes fraud claims.
Was Druce’s reliance justifiable despite red flags?	Druce relied on brochure and due diligence.	Reliance was unwarranted given available red flags.	Legally sufficient justifiable reliance supported.
Was the spoliation instruction error, and was it harmful?	Spoliation instruction warranted.	Instruction improper; no duty identified.	Instruction improper; harmful error; remand ordered.
Was the court’s ‘as is’ instruction legally accurate given the disclaimer?	As is statement should not override disclaimer.	Disclaimer supports instruction.	Instruction legally incorrect; harmful error; remand ordered.
Was there legally sufficient evidence of Matlock Place’s breach of contract?	Rent-roll inaccuracies breached contract.	Contract language barred implied covenants; no breach.	Insufficient evidence of breach; contract claim sustained.

Forest Oil Corp. v. McAllen, 268 S.W.3d 51 (Tex. 2008) (disclaimer of reliance factors and enforceability guidance)
Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171 (Tex. 1997) (clear, unequivocal disclaimer analyses; factors for binding effect)
Italian Cowboy Partners, Ltd. v. Prudential Co. of Am., 341 S.W.3d 323 (Tex. 2011) (disclaimer analyzed; merger clause not automatically bar to fraud claims)
City of Keller v. Wilson, 168 S.W.3d 802 (Tex. 2005) (standard for reviewing evidentiary sufficiency and credibility)
RAS Group, Inc. v. Rent-A-Center East, Inc., 335 S.W.3d 630 (Tex. App.—Dallas 2010) (enforcing disclaimer where circumstances support binding effect)