Email Negotiations Not a ‘Definitive Agreement’ Says Texas Supreme Court

When a group of individuals and entities hired a financial services company to assist them in selling a group of oil and gas leases, the financial services company put in place formal bidding procedures and deadlines. Before bidders were allowed access to information about the leases, they signed a confidentiality agreement which included a no-obligation clause. The clause set forth that “unless and until a definitive agreement has been executed and delivered, no contract or agreement providing for a transaction between the Parties shall be deemed to exist.” This clause came into play when the Sellers executed a purchase-and-sales-agreement (PSA) with one buyer after making an agreement through email with no PSA with another. The jilted company filed a suit for breach of contract. The Texas Supreme Court upheld the no-obligation clause. The absence of key agreements in the emails furthered the Court’s opinion that the emails did not constitute a “definitive agreement.” Read more about what this case says about the Supreme Court of Texas’s support of contract language as written here.