delivered the opinion of the Court.
A water supply corporation sued a city and the city’s contractors after the contractors installed sewer lines above portions of the corporation’s water system. A jury found that the city breached its contract with the water supply corporation and that the contractors were negligent. The court of appeals disagreed, rendering a take-nothing judgment against the water
I. Factual and Procedural Background
Alton is a municipality located in Hidal-go County. Sharyland Water Supply Corporation is a non-profit rural water supply corporation with offices in Mission, which is also in Hidalgo County. In the early 1980s, Alton constructed a potable water distribution system for its residents.
In 1994, Alton received federal and local grants to install a sanitary sewer system,
A year later, Sharyland sued Alton for breaching the Water Supply Agreement, alleging that Sharyland suffered significant injury because Alton’s sanitary sewer residential service connections were negligently installed in violation of state regulations and industry standards. Id. at 140. In particular, Sharyland claimed that the location and proximity of the sewer fines to the water system threatened to contaminate Sharyland’s potable water supply. Id. Alton counterclaimed, seeking a declaration that the Water Supply Agreement was void. Sharyland also sued the contractors for negligence and breach of contract, contending it was a third party bene-
Alton filed a jurisdictional plea asserting immunity from suit. The trial court denied the plea, and the court of appeals affirmed in a pre-Tooke decision holding that Local Government Code section 51.013’s “sue and be sued” language waived immunity. City of Alton v. Sharyland Water Supply Corp.,
Back in the trial court, Sharyland successfully moved for summary judgment on Alton’s counterclaim. The trial court also granted Sharyland’s motion seeking a judgment declaring that Chapter 30, section 317.13 of the Texas Administrative Code (requiring, among other things, certain minimum distances between potable water and sanitary sewer lines) governed the sewer lines at issue in this case.
The remaining claims were tried to a jury, which found that Alton breached the Water Supply Agreement, that each of the three contractors breached their contracts with Alton, and that Sharyland was a third party beneficiary of those contracts. The jury also found that the contractors’ negligence injured Sharyland. The jury awarded identical damages for each of the three claims: $14,000 in past damages and $1,125,000 in future damages. The jury also found that Sharyland had incurred reasonable attorney’s fees for trial and appeal. The trial court rendered judgment for Sharyland against Alton and the contractors, jointly and severally, and denied Sharyland’s request for injunctive relief to compel Alton to bring the sewer system into compliance with Administrative Code section 317.13.
As to Alton, the court of appeals held that Chapter 271 of the Local Government Code waived immunity on Sharyland’s contract claim.
As to the contractors, the court of appeals held that the economic loss rule barred Sharyland’s negligence claim. Id. at 155. The court concluded that Shary-land was not a third party beneficiary of Alton’s agreement with the contractors, and therefore could not recover either damages or attorney’s fees for the contractor’s breach. Id. The court affirmed the trial court’s denial of Sharyland’s request for equitable relief but reversed the remainder of the judgment, rendering judgment that Sharyland take nothing as to everything but its attorney’s fees claim for the declaratory judgment. Id. at 158. We
II. Sharyland’s claims against Alton
Alton asserts that it is immune from Sharyland’s claims. For several reasons, Sharyland disagrees. First, Sharyland argues, Local Government Code chapter 271 waives Alton’s immunity from suit. Second, even if chapter 271 is inapplicable, Alton is not entitled to immunity on claims that are germane to, connected with, and properly defensive to its counterclaim. See Reata Constr. Corp. v. City of Dali,
A. Waiver of immunity under Local Government Code section 271.152
Local Government Code section 271.152 provides a limited waiver of immunity for local governmental entities that enter into certain contracts. Tex. Loc. Gov’t Code § 271.152. To come within the waiver, the contract must be in writing, properly executed, and must state “the essential terms of the agreement for providing goods or services to the local governmental entity.” Id. § 271.151. As the court of appeals noted, no one disputes that the agreements in this case involve services.
B. Damages under Local Government Code section 271.153
We next determine whether Shary-land may recover under Local Government Code section 271.153, which limits damage awards against local governmental entities. See Tex. Loc. Gov’t Code § 271.153(a). Sharyland sought to recover the costs to repair its system, and the court of appeals held that section 271.153(a) prohibits the recovery of money damages for these alleged injuries.
Section 271.153 limits “[t]he total amount of money awarded in an adjudication brought against a local governmental entity for breach of a contract subject to [subchapter I of chapter 271].” Tex. Loc. Gov’t Code § 271.153(a). The provision specifies that recovery is limited to:
(1) the balance due and owed by the local governmental entity under the contract as it may have been amended, including any amount owed as compensation for the increased cost to perform the work as a direct result of owner-caused delays or acceleration;
(2) the amount owed for change orders or additional work the contractor is directed to perform by a local governmental entity in connection with the contract; and
(3) interest as allowed by law.
Id.
*413 (1) consequential damages, except as expressly allowed under Subsection (a)(1);
(2) exemplary damages; or
(3) damages for unabsorbed home office overhead.
Id. § 271.153(b). The court of appeals concluded that section 271.153(a) “does not provide Sharyland an avenue for recovery.”
C. Waiver of immunity by counterclaim
Sharyland also argues that Alton is not entitled to immunity because it filed a counterclaim seeking affirmative relief. The court of appeals held that because Alton’s counterclaim merely asked for a declaration that the Water Supply Agreement was void, without an accompanying claim for monetary damages, Alton did not waive its immunity.
Sharyland contends that the court of appeals erred in holding that only counterclaims for monetary damages deprive Alton of immunity. Sharyland asserts that a rescission counterclaim that would transfer a valuable asset should fall within Reata!s offset holding as well. Sharyland argues that Alton’s counterclaim sought affirmative relief because it demanded that Shary-land be divested of valuable property by requesting that the trial court rescind Sha-ryland’s easements and award a portion of the Sharyland Water supply system to Alton.
We need not decide whether Sharyland’s argument is viable, however. Even assuming that it is, under our recent precedent, Sharyland could not recover against Alton once its sole counterclaim was defeated on summary judgment. In Reata Construction Corp. v. City of Dallas, we held that “when an affirmative claim for relief is filed by a governmental entity, ... immunity from suit no longer completely exists for the governmental entity.” Reata,
where the governmental entity has joined into the litigation process by asserting its own affirmative claims for monetary relief, we see no ill befalling the governmental entity or hampering of its governmental functions by allowing adverse parties to assert, as an offset, claims germane to, connected with, and properly defensive to those asserted by the governmental entity.
Id. at 376-77. Shortly after Reata, we held that a city “does not have immunity from suit for claims germane to, connected with, and properly defensive to its counter
Alton’s counterclaim was short-lived; the trial court held that it was barred by section 1926(b) of title 7 of the United States Code.
D. Equitable waiver
Finally, Sharyland asserts that a party can waive immunity by conduct. It points to a footnote in Federal Sign v. Texas Southern University,
IT-Davy is dispositive here. As in that case, we reject the invitation to recognize a waiver-by-conduct exception in a breach-of-contract suit against a governmental entity. The court of appeals correctly held that such an exception did not apply.
III. Sharyland’s claims against the contractors
A. The economic loss rule
there is not one economic loss rule broadly applicable throughout the field of torts, but rather several more limited rules that govern recovery of economic losses in selected areas of the law. For example, the rules that limit the liability of accountants to third parties for harm caused by negligence or that save careless drivers from liability to the employer of a person injured in an auto accident may be fundamentally distinct from the ones that bar compensation in tort for purely economic losses resulting from defective products or misperfor-mance of obligations arising only under contract.
Vincent R. Johnson, The Boundary-Line Function of the Economic Loss Rule, 66 Wash. & Lee L.Rev. 523, 534-35 (2009); see also Jay M. Feinman, The Economic Loss Rule and Private Ordering, 48 Ariz. L.Rev. 813, 813 (2006) (“The most general statement of the economic loss rule is that a person who suffers only pecuniary loss through the failure of another person to exercise reasonable care has no tort cause of action against that person. Because the rule applies to a diverse range of situations, there is not one economic loss rule, but several.”).
1. Application of the rule in Texas
The economic loss rule was initially formulated to set perimeters in product liability cases. See Eddward P. Ballinger, Jr. & Samuel A. Thumma, The History, Evolution and Implications of Arizona’s Economic Loss Rule, 34 Ariz. St. L.J. 491, 492 (2002). As we recently described it, “[t]he economic loss rule applies when losses from an occurrence arise from failure of a product and the damage or loss is limited to the product itself.” Equistar,
Our earliest articulation of the economic loss rule came in a product liability case. See Nobility Homes of Tex., Inc. v. Shivers,
We reprised this theme six years later in Mid Continent Aircraft Corp. v. Curry County Spraying Service, Inc.,
Subsequently, in Jim Walter Homes, Inc. v. Reed,
Relying on the tort and contract distinctions articulated in Jim Walter Homes, we again applied the economic loss rule in Southwestern Bell Telephone Co. v. DeLanney,
[t]he acts of a party may breach duties in tort or contract alone or simultaneously in both. The nature of the injury most often determines which duty or duties are breached. When the injury is only the economic loss to the subject of a contract itself the action sounds in contract alone.
Id. at 495 (quoting Jim Walter Homes,
We later declined to extend DeLanney to a fraudulent inducement claim, even when the claimant suffered only economic losses to the subject of a contract. See Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc.,
Thus, we have applied the economic loss rule only in cases involving defective products or failure to perform a contract. In both of those situations, we held that the parties’ economic losses were more appropriately addressed through statutory warranty actions or common law breach of contract suits than tort claims. Although we applied this rule even to parties not in privity (e.g. a remote manufacturer and a consumer),
The court of appeals relied on a different sort of economic loss rule — one that says that you can never recover economic damages for a tort claim — to reject Sha-ryland’s negligence claim against the contractors. That court analyzed whether Sharyland’s claim was one for property damage or for purely economic loss and concluded it was the latter.
There are at least two problems with this analysis. First, it both overstates and oversimplifies the economic loss rule. See, e.g., Giles v. GMAC,
Moreover, the question is not whether the economic loss rule should apply where there is no privity of contract (we have already held that it can), but whether it should apply at all in a situation like this. Merely because the sewer was the subject of a contract does not mean that a contractual stranger is necessarily barred from suing a contracting party for breach of an independent duty. If that were the case, a party could avoid tort liability to the world simply by entering into a contract with one party. The economic loss rule does not swallow all claims between contractual and commercial strangers.
The court of appeals’ blanket statement also expands the rule, deciding a question we have not — whether purely economic losses may ever be recovered in negligence or strict liability cases. This involves a third formulation of the economic loss rule, one that does not lend itself to easy answers or broad pronouncements. See, e.g., Johnson, 66 Wash. & Lee L.Rev. at 527 (noting that outside the realm of product- or contract-related claims, “the operation of the economic loss rule is not well mapped, and whether there is a ‘rule’ at all is a subject of contention”).
The contractors argue that permitting recovery in this case will upend the industry because construction contracts are negotiated based on anticipated risks and liabilities, and allowing parties like Shary-land to recover in tort would skew that analysis. Construction defect cases, however, usually involve parties in a contractual chain who have had the opportunity to allocate risk, unlike the situation faced by Sharyland. While it is impossible to analyze all the situations in which an economic loss rule may apply, it does not govern here. The rule cannot apply to parties without even remote contractual privity, merely because one of those parties had a construction contract with a third party, and when the contracting party causes a loss unrelated to its contract.
B. Third party beneficiary status
Sharyland argues that there was evidence to support the jury finding that Sharyland was a third party beneficiary of the agreements between Alton and the contractors. The court of appeals disagreed, holding that Sharyland was “no more than an incidental beneficiary” to the contract.
As noted by the court of appeals, “[tjhere is a presumption against conferring third-party beneficiary status on non-contracting parties.” Id. at 149; see also S. Tex. Water Auth. v. Lomas, 223 S.W.3d 304, 306 (Tex.2007) (per curiam). We stated as much in another case involving a
[i]n deciding whether a third party may enforce or challenge a contract between others, it is the contracting parties’ intent that controls.... The intent to confer a direct benefit upon a third party “must be clearly and fully spelled out or enforcement by the third party must be denied.” ... Incidental benefits that may flow from a contract to a third party do not confer the right to enforce the contract.... A third party may only enforce a contract when the contracting parties themselves intend to secure some benefit for the third party and entered into the contract directly for the third party’s benefit.
Id. (citations omitted). Importantly, “ ‘the fact that a person is directly affected by the parties’ conduct, or that he ‘may have a substantial interest in a contract’s enforcement, does not make him a third-party beneficiary.’ ” Fleetwood Enters. Inc. v. Gaskamp,
Sharyland does not meet the criteria necessary to confer third party beneficiary status. Sharyland is neither mentioned in the contracts themselves, nor is there evidence that Alton and the contractors intended to confer a direct benefit on Shary-land. Alton contracted with Carter & Burgess to manage construction of the sewer system; with Turner, Collie & Bra-den to engineer and inspect the system; and with Cris Equipment Company to build the system. While Sharyland may incidentally benefit from the contractors’ promises to place the sewer lines in accordance with the plans and specifications; the contract falls far short of “clearly and fully spelling] out” such an intent. Lomas,
IV. Administrative Code Chapter 30, section 317.13
As an alternate basis for affirming the court of appeals’ judgment, the contractors urge that the trial court incorrectly held that section 317.13 of the Texas Administrative Code, which was in effect at the time the dispute arose, applied to the sewer lines in this case.
Section 317.13 provides, in pertinent part:
The following rules apply to separation distances between potable water and wastewater plants, and waterlines and sanitary sewers.
(1) Waterline/new sewer line separation. When new sanitary sewers are installed, they shall be installed no closer to waterlines than nine feet in all di*422 rections. Sewers that parallel waterlines must be installed in separate trenches. Where the nine-foot separation distance cannot be achieved, the following guidelines will apply.
(A) Where a sanitary sewer parallels a waterline, the sewer shall be constructed of cast iron, ductile iron, or PVC meeting ASTM specifications with a pressure rating for both the pipe and joints of 150 psi. The vertical separation shall be a minimum of four feet between outside diameters. The sewer shall be located below the waterline.
(B) Where a sanitary sewer crosses a waterline and the sewer is constructed of cast iron, ductile iron, or PVC with a minimum pressure rating of 150 psi, an absolute minimum distance of six inches between outside diameters shall be maintained. In addition, the sewer shall be located below the waterline where possible and one length of the sewer pipe must be centered on the waterline.
30 Tex. Admin. Code § 317.13(1)(A)-(B).
Sharyland asserts that the contractors failed to maintain the required minimum distance between water lines and sewer lines, failed to center the sewer pipes, and negligently installed those pipes above the water lines in violation of section 317.13. The contractors contend that section 317.13 applied purely to sewer mains, and not the residential sewer lines at issue here.
Section 317.13, which had the force and effect of a statute and must be construed accordingly,
The contractors complain that the trial court improperly excluded testimony from two TNRCC engineers who asserted that they believed section 317.13 applied only to “sewer mains” (and not “service connections” like those at issue here) and that Alton’s sewer system did not violate section 317.13. Sharyland responded that the TNRCC employees’ testimony was not formal policy, and was inconsistent with a rational reading of the law. The trial court, after determining that section 317.13 applied, excluded the testimony. The contractors urge that this was reversible error. Again, we disagree.
Even assuming that the interpretation of individual officials could be persuasive when determining the meaning of an ambiguous statute or rule, we find no reason to go beyond the text here. Nowhere in chapter 317 were residential service connections excluded from the general meaning of “sewers” or “sanitary sewers.” To the contrary, the breadth of the terms implies the definition that dictionaries give it: that is, underground pipes carrying domestic or industrial waste. We agree with the trial court that section 317.13 applied to the sewer lines in this case, and the trial court did not err in excluding the engineers’ testimony.
V. Calculating damages
A. Equitable relief
The trial court held, and the court of appeals agreed, that the existence of a remedy at law for Sharyland foreclosed the availability of equitable relief in the form of an injunction or specific performance. We agree. Sharyland contends that an award of money damages “is not as complete, practical, prompt, and efficient as the requested equitable remedies.” We have stated that “‘[t]he general rule at equity is that before injunctive relief can be obtained, it must appear that there does not exist an adequate remedy at law.’” Butnaru v. Ford Motor Co.,
B. Joint and several liability and attorney’s fees against the contractors
The court of appeals held that the trial court erred in imposing joint and several liability on the contractors
As to Sharyland’s attorney’s fee claim against the contractors, we note that it is based on its third party beneficiary theory, which we have rejected. See Tex. Civ. Prac. & Rem.Code § 38.001; Great Am. Ins. Co. v. N. Austin Mun. Util. Dist. No. 1,
C. Attorney’s fees against Alton
The court of appeals held, and we agree, that Sharyland could not recover attorney’s fees for Alton’s breach of contract, because damages were not recoverable under Local Government Code section 271.153.
VI. Conclusion
We reverse the court of appeals’ judgment with respect to the contractors, because the economic loss rule does not preclude Sharyland’s negligence claim against them. We also reverse and render that part of the court of appeals’ judgment regarding Sharyland’s attorney’s fees against Alton for the declaratory judgment claim. We affirm the remainder of the court of appeals’ judgment with regard to Sharyland’s breach of contract claim against Alton; Sharyland’s third party beneficiary claim against the contractors; Sharyland’s claim for attorney’s fees against the contractors and Alton; joint and several liability against the contractors; and Sharyland’s claim for equitable relief. Id. at 157. We remand to that court to address the issues it did not reach. We thus affirm in part, reverse and render in part, and reverse and remand in part the court of appeals’ judgment. Tex. R.App. P. 60.2(a), (c), (d).
Notes
. Before installation of the water system, the vast majority of Alton residents were without running water.
. At the time the parties entered into the agreement, the governing agency was the Texas State Department of Health. The pertinent portion of that agency then became the Texas Natural Resources Conservation Commission, which is now the Texas Commission on Environmental Quality. See TCEQ History, http:// www.tceq.texas.gov/about/tceqhistory.html (all Internet materials as visited October 19, 2011 and copy in Clerk of Court’s file).
. See U.S. Dep't of Hous. & Urban Dev., Hidalgo County, Tx Consolidated Plan for 1995 Executive Summary, http://archives.hud.gov/ reports/ plan/tx/hidaltx.html.
. Attorney R. Carson Fisk, the Texas Society of Architects, and the Texas Council of Engineering Companies submitted amicus curiae briefs.
. Section 271.153 limited recovery to these three categories at the time this suit was initiated. The statute was amended in 2009 to additionally allow for “reasonable and necessary attorney’s fees that are equitable and just.” See Act of May 31, 2009, 81st Leg., R.S., ch. 1266, § 8, 2009 Tex. Gen. Laws 4006, 4007 (codified at Tex. Loc. Gov't Code § 271.153(a)(3)). Those amendments are inapplicable here. See Act of June 17, 2005, 79th Leg., R.S., ch. 604, § 2, 2005 Tex. Gen.
. That statute applies to federal water and waste facility loans and grants and provides:
Curtailment or limitation of service prohibited. The service provided or made available through any such association shall not be curtailed or limited by inclusion of the area served by such association within the boundaries of any municipal corporation or other public body, or by the granting of any private franchise for similar service within such area during the term of such loan; nor shall the happening of any such event be the basis of requiring such association to secure any franchise, license, or permit as a condition to continuing to serve the area served by the association at the time of the occurrence of such event.
7 U.S.C. § 1926(b).
. Seely is considered a seminal case on the economic loss rule. The Seely court explained that:
A consumer should not be charged at the will of the manufacturer with bearing the risk of physical injury when he buys a product on the market. He can, however, be fairly charged with the risk that the product will not match his economic expectations unless the manufacturer agrees that it will. Even in actions for negligence, a manufacturer’s liability is limited to damages for physical injuries and there is no recovery for economic loss alone.
Seely v. White Motor Co.,
. See also JCW Elees., Inc. v. Garza,
. Section 402A(1) of the Second Restatement provides that the seller of a product may be liable to the purchaser for a "defective condition unreasonably dangerous to the user or consumer or to his property.” Restatement (Second) of Torts § 402A(1). In McKisson v. Sales Affiliates, Inc.,
. We also stated that the purchaser could recover his loss under "the theory of common law negligence.” Nobility Homes,
.See also Powers & Niver, 23 Tex. Tech L.Rev. at 482 ("It would be problematic to have a tort theory similar to warranty that is not bound by the other requirements of the [UCC], such as privity, notice, disclaimers, and remedy limitations.”) (footnotes omitted).
. But see D.S.A., Inc. v. Hillsboro Indep. Sch. Dist.,
. See Nobility Homes,
. See, e.g., Grant Thornton L.L.P. v. Prospect High Income Fund,
. See, e.g., Akin, Gump, Strauss, Hauer & Feld, L.L.P. v. Nat'l Dev. & Research Corp.,
. See, e.g., Atkins v. Crosland,
. See, e.g., ERI Consulting Eng’rs, Inc. v. Swinnea,
. See, e.g., Trenholm v. Ratcliff,
. See, e.g., Formosa Plastics Corp. USA v. Presidio Eng’rs & Contractors, Inc.,
. See, e.g., Am. Nat'l Petroleum Co. v. Transcon. Gas Pipe Line Corp.,
. See, e.g., Comminge v. Stevenson,
. See, e.g., Francis v. Atchison, Topeka & Santa Fe Ry. Co.,
. See, e.g., Hurlbut v. Gulf Atl. Life Ins. Co., 749 S.W.2d 762, 767 (Tex.1987) (noting that proof of special damages was required in business disparagement case and that plaintiff must "establish pecuniary loss that has been realized or liquidated as in the case of specific lost sales”).
. See, e.g., Tex Bus. & Com.Code § 17.45 (defining "[e]conomic damages” as "compensatory damages for pecuniary loss, including costs of repair and replacement”); id. § 17.50 (authorizing recovery of economic damages for certain deceptive trade practices); see also, e.g., Johnson, 66 Wash. & Lee L.Rev. at 529-32 (noting exceptions to economic loss rule including negligent misrepresentation, defamation, professional malpractice, breach of fiduciary duty, nuisance, loss of consortium, wrongful death, spoliation of evidence, unreasonable failure to settle a claim within insurance policy limits, and certain statutory causes of action); Powers & Niver, 23 Tex. Tech L.Rev. at 492, 496 (noting that purely economic losses may be recovered in cases involving fraud, negligent misrepresentation, or intentional interference with contract).
. This is a complex area of the law that evades precise categorization. See, e.g., Johnson, 66 Wash. & Lee L.Rev. at 536 (observing that "[t]he confusing mass of precedent relating to tort liability for economic loss has yet to be disentangled and expressed with the clarity commonly found with respect to other
. The jury awarded Sharyland "[t]he reasonable cost of the repairs necessary to restore the property to its condition immediately before the injury.”
. Section 317.13 was repealed and has since been substantially incorporated into section 217.53 of the Administrative Code. See 30 Tex. Admin. Code § 217.53; 30 Tex. Admin. Code § 317.13(1)(B), repealed 33 Tex. Reg. 6928 (2008).
. Residential service connections are the only portions of Alton’s sewer system at issue in this case.
. State Office of Risk Mgmt. v. Lawton, 295 S.W.3d 646, 648 (Tex.2009).
. The trial court also made Alton jointly and severally liable for the damages, but because we have held that Sharyland cannot recover against Alton, we do not address this issue.