Willis v. Marshall, 401 S.W.3d 689

In 1999 ISG and DIS were formed with ISG owning 99% of DIS; Tuinei held controlling interests in ISI and ISG.
In Feb 2004 Tuinei sought and obtained permission to share ISG/DIS financials with unnamed potential investors.
Nov 2004 Tuinei hired Marshall to perform accounting for ISG and DIS; Dec 2004 suit by Albers Family Partnership for breach and fiduciary harms against Tuinei/ISI.
Dec 2004 and later Marshall prepared combined financial statements/compilation reports for 2002–2004 with disclaimer letters to the partners.
After March 2005 Appellants became limited partners in ISG and DIS and Marshall continued providing services.
The trial court granted no-evidence summary judgment on some TSA/statutory fraud claims and traditional summary judgment on others; standing issue was raised.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Standing to sue by limited partners	Appellants have injury as ISG shareholders/partners.	Only ISG bears the primary rights; limited partners lack standing.	No standing; lack subject-matter jurisdiction; dismissal affirmed.
Negligent misrepresentation	Marshall's financials were negligently prepared and relied upon by pre-investors.	Reliance not justifiable; disclaimer letters and red flags negate reliance.	Summary judgment for Marshall; no justifiable reliance; negligence claim fails.
Negligence	Marshall owed a duty to pre-investors and breached it.	No duty to non-clients; limited partner status precludes breach claims.	No duty found; no triable negligence claim; summary judgment affirmed.
Fraudulent inducement	Representations induced Appellants to invest in ISG/DIS.	No intent to induce reliance; documents contained disclaimers to partners.	No evidence of intent to induce; fraudulent-inducement claim defeated; summary judgment affirmed.
Conspiracy	Marshall conspired with Tuinei to misappropriate funds.	No meeting of the minds; no unlawful objective proven.	No genuine issue of material fact; conspiracy claim fails; summary judgment affirmed.

Nobles v. Marcus, 533 S.W.2d 923 (Tex. 1976) (standing requires breach of plaintiff’s legal right)
Nauslar v. Coors Brewing Co., 170 S.W.3d 242 (Tex.App.-Dallas 2005) (standing; injury-in-fact and personal stake)
Wingate v. Hajdik, 795 S.W.2d 717 (Tex. 1990) (no personal standing for harm to a partnership)
Grant Thornton LLP v. Prospect High Income Fund, ML CBO IV, 314 S.W.3d 913 (Tex. 2010) (Restatement 552; limited duty to known third parties)
McCamish, Martin, Brown & Loeffler v. F.E. Appling Interests, 991 S.W.2d 787 (Tex. 1999) (negligent misrepresentation scope and privity requirements)
McCamish, Martin, Brown & Loeffler v. F.E. Appling Interests, 991 S.W.2d 787 (Tex. 1999) ( Restatement 552 as liability framework for professionals)
Ernst & Young v. Pacific Mutual Life Ins. Co., 51 S.W.3d 573 (Tex. 2001) (fraud elements and reliance considerations)
Juhl v. Airington, 936 S.W.2d 640 (Tex. 1996) (meeting of the minds in conspiracy)
Frost Nat. Bank v. Fernandez, 315 S.W.3d 494 (Tex. 2010) (duty/breach analysis in summary-judgment context)
Timpte Industries, Inc. v. Gish, 286 S.W.3d 306 (Tex. 2009) (no-evidence summary judgment standard)
Fielding v. Mann Frankfort Stein & Lipp Advisors, Inc., 289 S.W.3d 844 (Tex. 2009) (standard for summary judgment review)