Platinum Recovery & Recycling, LLC v. A-1 Specialized Services, Inc., 04-16-00304-CV

A-1 purchased scrap platinum from Platinum; disputes arose when A-1 made downward price adjustments on received loads and Platinum disputed some adjustments.
Platinum sent a signed settlement offer listing seven invoices with a total “Open Balance” of $1,891,188.85 and handwrote: “Please pay $1,123,648.00 for final settlement…” (plus $2 for a specific load).
A-1 sent Platinum a check for $1,123,648.00; Platinum deposited the check but later sued A-1 for breach of contract, theft, fraud, and money had and received.
A-1 moved for traditional summary judgment, arguing the parties had reached a final settlement; the trial court granted the motion and rendered a take-nothing judgment on Platinum’s claims.
On appeal Platinum argued (1) no meeting of the minds because the payment was (it alleges) 80% of amounts owed, and (2) the settlement was fraudulently induced; the court reviewed these claims de novo.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Contract formation / meeting of the minds	Platinum: No mutual assent because it believed the payment represented 80% of amounts owed, not a final agreed sum	A-1: Parties objectively agreed to final settlement of $1,123,648.00 as evidenced by Platinum’s signed settlement letter and deposit of check	Held: No fact issue; objective actions (signed offer, specific sum, deposit) show meeting of the minds and enforceable settlement
Fraudulent inducement / justifiable reliance	Platinum: A-1 told it the sum was 80% and induced Platinum to accept payment despite unclear/adversarial dealings	A-1: Settlement was in an adversarial commercial context and Platinum had records showing the Open Balance; reliance was unreasonable	Held: No fact issue; reliance was not justifiable given red flags and arm’s-length context, so fraud claim fails

City of San Antonio v. San Antonio Express-News, 47 S.W.3d 556 (Tex. App.—San Antonio 2000) (standard of review for summary judgment)
Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546 (Tex. 1985) (traditional summary judgment standard)
Rhône-Poulenc, Inc. v. Steel, 997 S.W.2d 217 (Tex. 1999) (viewing evidence in nonmovant’s favor on summary judgment)
Bandera Cty. v. Hollingsworth, 419 S.W.3d 639 (Tex. App.—San Antonio 2013) (meeting-of-the-minds requirement for contract formation)
Komet v. Graves, 40 S.W.3d 596 (Tex. App.—San Antonio 2001) (objective standard for assent)
Hooks v. Samson Lone Star, Ltd. P’ship, 457 S.W.3d 52 (Tex. 2015) (fraudulent inducement is a form of fraud tied to agreements)
Sawyer v. E.I. Du Pont De Nemours & Co., 430 S.W.3d 396 (Tex. 2014) (fraud requires justifiable reliance on a material misrepresentation)
Grant Thornton LLP v. Prospect High Income Fund, 314 S.W.3d 913 (Tex. 2010) (red flags can render reliance unjustified)
AKB Hendrick, LP v. Musgrave Enterps., Inc., 380 S.W.3d 221 (Tex. App.—Dallas 2012) (commercial/adversarial context limits justifiable reliance)
Thigpen v. Locke, 363 S.W.2d 247 (Tex. 1962) (duty to exercise ordinary care in business transactions)