Steel Surplus, Inc. v. Adobe Capital, LLC and Ryan Greene, 01-23-00151-CV

Steel Surplus, Inc. (SSI) sued Adobe Capital, LLC and its agent, Ryan Greene, alleging breach of contract and fraud related to a failed $5 million commercial real estate transaction.
SSI claimed it had negotiated and agreed upon purchase terms with Greene (acting for Adobe Capital), delivered a $100,000 nonrefundable earnest money check, but Adobe Capital later attempted to renegotiate and refused to perform.
Adobe Capital denied the existence of an enforceable contract, argued SSI’s claims were barred by the statute of frauds (no signed contract), and counterclaimed for sanctions, asserting SSI’s filings were false and harassing.
The trial court granted defendants’ summary judgment, expunged SSI’s lis pendens, denied continuance for more discovery, and dismissed Adobe Capital’s counterclaims after nonsuit.
The dispute largely turned on whether an enforceable, signed contract existed and whether an exception to the statute of frauds applied.

Issue	Plaintiff’s Argument	Defendant’s Argument	Held
Enforceability of Contract	Deal reached with Greene on price and terms; defendants wrongfully refused to sign and perform.	No contract was signed by Adobe Capital or its agent; statute of frauds applies.	Contract unenforceable; statute of frauds bars claim.
Fraud Claim	Defendants engaged in fraudulent conduct by inducing reliance and refusing to perform or renegotiating based on false claims.	No misrepresentations made; fraud claim is attempt to enforce an invalid contract.	Fraud claim barred by statute of frauds.
Continuance for Discovery	Sought more time to obtain discovery relevant to fraud and contract issues.	Plaintiff showed no diligence; additional discovery wouldn’t change statutory bar.	Denial of continuance was proper.
Admissibility/Weight of Evidence	Fact disputes existed due to conflicting declarations.	Conflicts immaterial as contract was unsigned throughout.	No material fact issue precluding summary judgment.

Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (sets standard for de novo review of summary judgment)
Provident Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211 (Tex. 2003) (outlines standards for summary judgment review)
Dynegy, Inc. v. Yates, 422 S.W.3d 638 (Tex. 2013) (discusses statute of frauds applies to real estate contracts)
Flameout Design & Fabrication, Inc. v. Pennzoil Caspian Corp., 994 S.W.2d 830 (Tex. App.—Houston [1st Dist.] 1999, no pet.) (statute of frauds cannot be circumvented by fraud claims)
Haase v. Glazner, 62 S.W.3d 795 (Tex. 2001) (fraud claim cannot be used to enforce otherwise unenforceable contracts under statute of frauds)