Opinion issued March 18, 2014




                                   In The

                            Court of Appeals
                                  For The

                        First District of Texas
                         ————————————
                            NO. 01-12-00798-CV
                         ———————————
                     ALLIANTGROUP, L.P., Appellant
                                     V.
      KARIM SOLANJI, ZEESHAN MAKHANI, SAQIB DHANANI,
    PARADIGM NATIONAL CONSULTANTS, L.P., PARADIGM SMD
     GROUP, L.L.C., AND PARADIGM PARTNERS, L.P., Appellees



                  On Appeal from the 125th District Court
                           Harris County, Texas
                     Trial Court Case No. 2009-62874


                        MEMORANDUM OPINION

     Appellant, Alliantgroup, L.P. (“Alliantgroup”), sued appellees, Karim

Solanji, Zeeshan Makhani, Saqib Dhanani, Paradigm National Consultants, L.P.,

Paradigm SMD Group, L.L.C., and Paradigm Partners, L.P. (collectively,
“Paradigm”), asserting claims for breach of contract and tortious interference with

contracts. Paradigm moved for no-evidence summary judgment, which the trial

court granted. Alliantgroup appeals the trial court’s granting of Paradigm’s no-

evidence motion for summary judgment, arguing that the trial court erred because

the record contained more than a scintilla of evidence that (1) Paradigm breached

the parties’ settlement agreement and (2) Paradigm tortiously interfered with

Alliantgroup’s business relationships.

      We affirm.

                                   Background

      Alliantgroup conducts research and development tax credit studies (“R&D

studies”) for businesses in Texas and other locations.     Solanji, Makhani, and

Dhanani worked for Alliantgroup until 2006, when they left Alliantgroup and

formed Paradigm National Consultants, L.P. d/b/a Paradigm Partners. In August

2006, Alliantgroup sued Solanji, Makhani, and Dhanani, claiming that they used

Alliantgroup’s trade secrets without permission for the purpose of unfair

competition. On February 21, 2007, the parties entered into a written settlement

agreement (“Settlement Agreement”) to resolve the August 2006 suit. In relevant

part, the Settlement Agreement provided:

      Paradigm and the Individual Defendants [Solanji, Makhani, and
      Dhanani] shall not knowingly initiate contact with any individual or
      entity who was actually known by Paradigm and the Individual
      Defendants prior to the direct contact by Paradigm and Individual
                                         2
      Defendants to be a client of Alliantgroup. The parties agree that any
      violations of this provision will result in $50,000 in liquidated
      damages for each violation being owed by Paradigm and Individual
      Defendants, jointly, to Alliantgroup.

      In September 2009, Alliantgroup filed a second lawsuit against Paradigm,

resulting in the litigation underlying this appeal.         Alliantgroup alleged that

Paradigm had contacted two of Alliantgroup’s clients—MGS Manufacturing

Group, Inc. (“MGS”) and Acutec Precision Machining, Inc. (“Acutec”).

Alliantgroup asserted that Paradigm knew MGS and Acutec were its clients

because Solanji and Makhani worked with MGS and Acutec when they were

employed at Alliantgroup. Alliantgroup alleged causes of action for breach of the

Settlement Agreement and for tortious interference with its on-going business

relationships with MGS and Acutec.

      On July 7, 2010, all of the Paradigm parties except for Paradigm Partners,

LP moved for no-evidence summary judgment “on all claims asserted against

them” by Alliantgroup and for “partial” summary judgment “on the issue of

whether the liquidated damages provision of the [S]ettlement [A]greement

constitutes an unenforceable penalty provision.” 1


1
      All of the Paradigm parties except for Paradigm Partners, L.P., moved for
      summary judgment on July 7, 2010. Paradigm Partners, L.P. originally filed an
      answer asserting that no such entity existed and also entering a general denial “in
      an abundance of caution.” The trial court granted the July 7 no-evidence summary
      judgment. On March 2, 2011, Paradigm Partners, L.P. moved for no-evidence and
      traditional summary judgment against Alliantgroup. It classified itself as a
                                           3
      Alliantgroup responded to Paradigm’s no-evidence motion for summary

judgment. It argued that Acutec and MGS were both clients of Alliantgroup “at all

times relevant to this case pursuant to a written contract.” Alliantgroup argued that

the contracts with Acutec and MGS both provided for audit defense and refund

obligations that “extend[ed] the contractual obligations between the parties for up

to over 20 years.” Alliantgroup attached copies of the contracts it had entered into

with both MGS and Acutec to perform R&D studies.                      Wes Bangerter,

Alliantgroup’s corporate representative, provided an affidavit with the copies of

the contracts between Alliantgroup and Acutec and MGS attached. The affidavit

stated that “[e]ach of these contracts provides that Alliantgroup shall provide audit

defense representation to each respective client for up to over 20 years”; that

Acutec had been a client of Alliantgroup from February 2, 2006 until the time of

his affidavit (March 18, 2011); that “contracts between Acutec and Alliantgroup

provide that Alliantgroup shall provide Acutec with tax consulting services during

this entire period”; and that “[a]t no time did Acutec terminate its tax consultant

      “partnership that is no longer authorized to do business in Texas” and stated that
      its “domestic limited partnership status was cancelled in August 2008.” It further
      stated, “Paradigm Partners, L.P. maintains that it is not a proper party to this
      litigation and has filed a verified denial to that end.” Nevertheless, Paradigm
      Partners, L.P. argued that it was entitled to summary judgment, asserting
      essentially the same grounds for summary judgment that the other Paradigm
      parties had asserted in their motion and reply. The trial court eventually granted
      this no-evidence motion for summary judgment as well, finally disposing of all
      Alliantgroup’s claims against all parties. Paradigm does not contest the inclusion
      of Paradigm Partners, L.P. as a party to this appeal.

                                          4
and client relationship with Alliangroup.” He made similar statements regarding

MGS’s relationship with Alliantgroup.

      Included in the summary judgment evidence was a contract dated February

2, 2006, and signed by Acutec’s president on February 6, 2006, in which

Alliantgroup agreed to perform an R&D study for Acutec for the tax years 2002

through 2005. In the agreement, Alliantgroup provided an estimated amount of

available R&D tax credits for the 2002 through 2004 tax years, but provided that

“the actual credits identified during the study may be more or less than the

estimated amount. In addition, we can be engaged annually to capture the tax

credit value of current and future R&D investments.” Under “Scope of Services,”

the agreement outlined three separate phases of the R&D study to be performed for

the 2002 through 2004 tax years: (1) assessment and feasibility, in which

Alliantgroup would gather information about the company’s business and research

and development activities; (2) design and implementation, in which Alliantgroup

would “design a detailed work plan and execute the associated implementation

strategy,” including “a full analysis of technical issues related to qualified R&D

projects, detailed collection of eligible expenditures, and identification,

documentation, and quantification of qualifying expenditures”; and (3) reporting,

in which Alliantgroup would prepare and deliver the R&D study and provide the

company’s CPA with the necessary forms and schedules to amend the tax returns.

                                        5
The agreement also provided that Alliantgroup’s fees were “due upon delivery of

study.”

      The February 2, 2006 agreement also provided for audit defense and a fee

refund under certain circumstances:

      Our fee structure options include a refund provision for prior year
      credits. If it is ultimately determined, upon examinations and after
      you exhaust any and all legal alternatives that you deem appropriate,
      that the tax credits are unallowable, we will refund a pro-rata portion
      of the fee that resulted from the disallowed item or items. This
      provision is not applicable for a current year study. Furthermore,
      [A]lliantgroup will, at its own expense, represent you through the IRS
      Appellate Conference with respect to any challenge by the IRS of the
      benefits taken in relation to the R&D Study.

      The agreement included an “Exhibit 1” that provided additional terms

relevant to the agreement. Under “Services,” it provided, “It is understood and

agreed      that   [Alliantgroup]   services   frequently   include   advice    and

recommendations, but all decisions in connection with the implementation of such

advice and recommendations shall be the responsibility of Client.” It further

provided that the client was required to file any amended tax returns with ten days

of their delivery to the client and that Alliantgroup could deem the audit defense

and refund provisions null and void in the event the client failed to adhere to this

timeline.

      The February 2, 2006 Acutec agreement further stated, under “Term,”

      Unless terminated sooner in accordance with its terms, this
      engagement shall terminate on the completion of [A]lliantgroup’s
                                          6
      services hereunder. This engagement may be terminated by either
      party at any time by giving written notice to the other party not less
      than ten (10) business days before the effective date of termination.
      In the event of termination by Client, Client shall be responsible to
      pay [A]lliantgroup for time and materials based on the firm’s standard
      hourly rates for the services performed and expenses incurred through
      the effective date of termination. Furthermore, if Client terminates
      [A]lliantgroup’s services, Client shall pay to [A]lliantgroup the
      outstanding fees and expenses incurred within seven (7) days of the
      effective date of termination.

(Emphasis added). The agreement provided that “‘delivery of study’ shall mean

the date on which the client receives the written report for the research and

development study. ‘Delivery of study’ does not include delivery of the amended

tax returns.”

      MGS entered into an essentially identical agreement with Alliantgroup,

dated February 21, 2005, and signed on March 4, 2005. MGS signed a second,

slightly amended agreement with Alliantgroup on August 8, 2005, but the material

provisions were still identical to the Acutec agreement. Alliantgroup performed

R&D studies for MGS for the 2001 through 2003 tax years. These agreements

were also included in Alliantgroup’s summary judgment exhibits.

      Exhibits attached to Alliantgroup’s response to Paradigm’s no-evidence

motion for summary judgment in this 2009 litigation for breach of the 2007

Settlement Agreement also included the deposition testimony of Wes Bangarter.

Bangarter stated that MGS and Acutec were current clients of Alliantgroup at the

time they were allegedly contacted by Paradigm based on the 2005 and 2006
                                        7
contracts.        Specifically, Bangerter testified that Acutec and other companies

remained “a continuing client as long as the statute runs on any open return and as

long as there are carry-forwards of any credits.”         However, when asked if

Alliantgroup was representing Acutec in any continuing returns, Bangerter

answered, “Not to my knowledge. I don’t represent—me, personally—clients.”

       Bangerter also testified by deposition that a client for which Alliantgroup

had completed a R&D study “would be a client of Alliantgroup until they notified

us differently.”       He stated that, to his knowledge, Acutec had not notified

Alliantgroup that it wanted to disengage. When asked about the alleged contact

between Paradigm and MGS, Bangerter answered:

       Mr. Dunst [at MGS] actually contacted our managing director of our
       TCS [Tax Controversy Services] group to let us know that someone
       from Paradigm—and I’m not sure who that person is—contacted him
       regarding R&D studies.

Bangerter further stated that Jeremy Fingeret was the managing director of the

TCS group. Bangerter did not know what Dunst had told Fingeret about the

contact from Paradigm because he “wasn’t on that phone call.” Bangerter affirmed

that his “knowledge as Alliantgroup’s rep is that there was a single phone call

where Tom Dunst of MGS Manufacturing Group contacted Jeremy Fingeret and

told him that somebody from Paradigm had contacted MGS regarding R&D

studies. . . .”



                                            8
      Alliantgroup also relied on a series of e-mails it attached to its response to

the motion for summary judgment, which included: a series of e-mails between

Makhani and Acutec personnel related to the 2006 R&D study Makhani completed

for Acutec while he was employed at Alliantgroup; e-mails between Mike Grenier,

the regional director of Paradigm Partners, and Sandy Bates, Acutec’s treasurer, in

which Grenier discussed the services Paradigm could provide to Acutec and in

which Bates expressed a lack of interest in further R&D studies; and a series of e-

mails from 2005 and 2006 between Solanji, personnel at MGS, and other

Alliantgroup personnel relating to the tax study Solanji helped prepare while he

was working for Alliantgroup. Alliantgroup argued in its response that Bates had

told Paradigm that Acutec was a client of Alliantgroup. However, neither the e-

mails nor any other evidence in the summary judgment record supports this

assertion.

      Alliantgroup also attached to its response to Paradigm’s no-evidence motion

for summary judgment the deposition testimony of Lauren Meagher—the

Paradigm employee who allegedly initiated the contact with Acutec. Meagher

testified that she did not recognize the name Acutec and did not recall contacting

Sandy Bates or anyone else at Acutec.

      Paradigm replied to Alliantgroup’s response to its no-evidence motion for

summary judgment, arguing that Alliantgroup did not provide “[a]dmissible

                                         9
evidence that anyone at Paradigm in fact contacted someone from MGS.”

Paradigm also argued that the evidence presented by Alliantgroup did not provide

evidence of “existing contracts with Acutec and MGS,” as both of the contracts

presented with Alliantgroup’s response to the motion for no-evidence summary

judgment had “long expired by their own terms.” Thus, Paradigm argued that it

was entitled to no-evidence summary judgment on Alliantgroup’s breach of

contract claims. Regarding Alliantgroup’s tortious interference claim, Paradigm

argued that Alliantgroup did not present any evidence of existing contracts with

MGS and Acutec, of Paradigm’s willful and intentional interference with any

contracts, or of any injury to Alliantgroup resulting from the alleged interference.

      The trial court granted no-evidence summary judgment in favor of

Paradigm, ordering that Alliantgroup take nothing by its breach of contract and

tortious interference claims. This appeal followed.

                                   Standard of Review

      We review de novo the trial court’s grant of summary judgment. Provident

Life & Accident Ins. Co. v. Knott, 128 S.W.3d 211, 215 (Tex. 2003). We must

make inferences, resolve doubts, and view the evidence in the light most favorable

to the non-movant. Rhône–Poulenc, Inc. v. Steel, 997 S.W.2d 217, 223 (Tex.

1999). A no-evidence summary judgment motion asserts that no evidence exists as

to at least one essential element of the non-movant’s claims on which the non-

                                         10
movant would have the burden of proof at trial. TEX. R. CIV. P. 166a(i); Bendigo v.

City of Houston, 178 S.W.3d 112, 114 (Tex. App.—Houston [1st Dist.] 2005, no

pet.) (citing Jackson v. Fiesta Mart, Inc., 979 S.W.2d 68, 70–71 (Tex. App.—

Austin 1998, no pet.)). The trial court must grant the motion unless the non-

movant produces summary judgment evidence that raises a genuine issue of

material fact. TEX. R. CIV. P. 166a(i); see Sw. Elec. Power Co. v. Grant, 73

S.W.3d 211, 215 (Tex. 2002).

                               Breach of Contract

      To prevail on its breach of contract claim against Paradigm, Alliantgroup

must prove (1) the existence of a valid contract; (2) the plaintiff’s performance or

tender of performance; (3) the defendant’s breach of contract; (4) the plaintiff’s

damages as a result of the breach. Prime Prods., Inc. v. S.S.I. Plastics, Inc., 97

S.W.3d 631, 636 (Tex. App.—Houston [1st Dist.] 2002, pet. denied).              The

interpretation or construction of an unambiguous contract is a matter of law to be

determined by the court. See Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154,

157 (Tex. 2003). “An unambiguous contract will be enforced as written, and parol

evidence will not be received for the purpose of creating an ambiguity or to give

the contract a meaning different from that which its language imports.” David J.

Sacks, P.C. v. Haden, 266 S.W.3d 447, 450 (Tex. 2008). Whether a contract is

ambiguous is a question of law. Id. at 451. We may not use extrinsic evidence to


                                        11
contradict or vary the meaning of the explicit language of a written contract. Nat’l

Union Fire Ins. Co. v. CBI Indus., Inc., 907 S.W.2d 517, 521 (Tex. 1995).

      Paradigm primarily argued in its no-evidence motion that Alliantgroup had

presented no evidence that Paradigm had breached the Settlement Agreement

because it had not shown that Acutec and MGS were current clients at the time of

the alleged contacts. Paradigm argues that the only evidence that Alliantgroup

presented demonstrates that Acutec and MGS were former clients.

      Specifically, Paradigm argued that Alliantgroup failed to provide evidence

necessary to support Alliantgroup’s breach of contract claim, including evidence of

“[e]xisting contracts with Acutec and MGS. The contracts that Alliantgroup

provided for both Acutec and MGS have long expired by their own terms.”

Paradigm argued in the trial court,

      [T]he [S]ettlement [A]greement requires that Paradigm have
      knowledge that Acutec was a client of Alliantgroup and requires that
      Acutec in fact be a client of Alliantgroup. Alliantgroup has not
      presented any evidence that Paradigm knew that Acutec was a then
      existing client of Alliantgroup and the documents included with its
      response in fact demonstrate that Acutec was not an Alliantgroup
      client in July 2009 when there was limited contact with Acutec.

      Regarding the meaning of the Settlement Agreement, Paradigm argued in

the trial court that the “language of the [S]ettlement [A]greement must be applied

as written” and that the Settlement Agreement “clearly calls for contact with a

company known ‘to be a client of Alliantgroup.’ It does not reference companies


                                        12
who were once clients of Alliantgroup.”      Paradigm challenged Alliantgroup’s

interpretation of the Settlement Agreement that would “expand the meaning of the

[S]ettlement [A]greement to include any company that it may have had a

contractual relationship with at some point in the past” because “[t]hat is not how

the [S]ettlement [A]greement was written.” Paradigm made similar arguments

concerning Alliantgroup’s breach of contract claim as it related to MGS.

      In order to determine whether Alliantgroup provided more than a scintilla of

evidence that Paradigm breached the Settlement Agreement, we must analyze the

Settlement Agreement and reach a conclusion regarding what action would

constitute a breach under its terms. The Settlement Agreement unambiguously

provided that Paradigm “shall not knowingly initiate contact with any individual or

entity who was actually known by Paradigm and the Individual Defendants prior to

the direct contact by Paradigm and Individual Defendants to be a client of

Alliantgroup.”   (Emphasis added).    Thus, the Settlement Agreement uses the

present tense in describing clients, indicating that Paradigm agreed not to contact

entities that were clients of Alliantgroup at the time of the contact. The plain

language of the Settlement Agreement does not contemplate a restriction against

contacting any corporation or entity that had been a former client or potential

client of Alliantgroup. See Dynegy Midstream Servs., Ltd. P’ship v. Apache Corp.,

294 S.W.3d 164, 168 (Tex. 2009) (holding that courts construing contracts must

                                        13
give terms their plain and ordinary meaning unless contract indicates that parties

intended different meaning, and “[a] contract is not ambiguous simply because the

parties disagree over its meaning”); SAS Inst., Inc. v. Breitenfeld, 167 S.W.3d 840,

841 (Tex. 2005) (per curiam) (holding that intent manifested in contract’s language

“is not changed simply because the circumstances do not precisely match the

scenarios anticipated” when contract was formed and that “a court interprets a

contract by ascertaining the true objective intentions of the parties, based on the

contract language”).

      Considering the plain language of the Settlement Agreement, we conclude

that Alliantgroup had to present some evidence that Acutec and MGS were its

clients at the time of Paradigm’s alleged contacts in 2009. But Alliantgroup

produced no evidence that anyone allegedly contacted by Paradigm was a client of

Alliantgroup at the time of the alleged contacts. Evidence that Acutec and MGS

were former clients, without more, is insufficient to establish that Paradigm

breached the Settlement Agreement when it allegedly contacted MGS and Acutec

in 2009. We conclude that Alliantgroup failed to present any evidence that it had a

current client relationship with either Acutec or MGS in 2009, which was an

essential element of its claim. 2 See Prime Prods., Inc., 97 S.W.3d at 636 (setting


2
      Moreover, in construing the meaning of the Settlement Agreement, as we must do
      to resolve the issues presented by the parties in their motions and briefing, we
      must be cognizant of the fact that this clause in the Settlement Agreement is
                                         14
out elements of breach of contract claim); see also Haden, 266 S.W.3d at 450

(holding that unambiguous contract will be enforced as written).

      Alliantgroup argues that Acutec and MGS were its clients at the time of the

alleged contacts in 2009 based solely on the 2006 contracts for R&D studies.

Bangerter’s affidavit and deposition stated that Acutec and MGS were its clients in

2009 because of the terms of these 2006 agreements, which obligated Alliantgroup

to provide audit defense, and because neither company had stated that it wished to

end its engagement with Alliantgroup.




      essentially a covenant not to compete between Alliantgroup and its former
      employees, and thus is subject to the requirements of the Covenants Not to
      Compete Act. See Marsh USA Inc. v. Cook, 354 S.W.3d 764, 768 (Tex. 2011)
      (“Covenants that place limits on former employees’ professional mobility or
      restrict their solicitation of the former employers’ customers and employees are
      restraints on trade and are governed by [the Covenants Not to Compete Act found
      in Business and Commerce Code Chapter 15].”). Although the parties do not
      make any arguments or provide any briefing on this law, in construing a contract,
      we must bear in mind the particular business activity to be served, and when
      possible and proper to do so, avoid a construction that is unreasonable,
      inequitable, and oppressive. See Frost Nat’l Bank v. L & F Distribs., Ltd., 165
      S.W.3d 310, 312 (Tex. 2005) (per curaim); U.S. Denro Steels, Inc. v. Lieck, 342
      S.W.3d 677, 682 (Tex. App.—Houston [14th Dist.] 2011, pet. denied). Texas law
      requires that covenants not to compete must contain “limitations as to time,
      geographical area, and scope of activity to be restrained that are reasonable and do
      not impose a greater restraint than is necessary to protect the goodwill or other
      business interest of the promisee.” TEX. BUS. & COM. CODE ANN. § 15.50(a)
      (Vernon 2011); Cook, 354 S.W.3d at 777. Accordingly, in construing and
      enforcing the Settlement Agreement, we must not reach an interpretation of that
      agreement that imposes a greater restraint than necessary to protect Alliantgroup’s
      business interests. See TEX. BUS. & COM. CODE ANN. § 15.50(a); Cook, 354
      S.W.3d at 777.
                                           15
      However, the terms of the agreements themselves did not, as Alliantgroup

argues, contemplate the existence of an ongoing client relationship. Rather, they

provided that Alliantgroup would provide a limited service—the three-part R&D

tax study—in exchange for payment of fees upon delivery of the studies. The

agreement explicitly stated, “Unless terminated sooner in accordance with its

terms, this engagement shall terminate on the completion of [A]lliantgroup’s

services hereunder.” (Emphasis added). Although the agreement did not define

the completion of its services as the delivery of the R&D study, it did state that

delivery of the study triggered the client’s obligation to pay Alliantgroup’s fees.

Likewise, the agreement did not define “the effective date of termination.”

However, the other provisions under the “Term” section of the agreement indicate

that the parties intended for the termination of the agreement to occur before the

payment of Alliantgroup’s fees:

      This engagement may be terminated by either party at any time by
      giving written notice to the other party not less than ten (10) business
      days before the effective date of termination. In the event of
      termination by Client, Client shall be responsible to pay
      [A]lliantgroup for time and materials based on the firm’s standard
      hourly rates for the services performed and expenses incurred through
      the effective date of termination. Furthermore, if Client terminates
      [A]lliantgroup’s services, Client shall pay to [A]lliantgroup the
      outstanding fees and expenses incurred within seven (7) days of the
      effective date of termination.

      Furthermore, the terms of the agreement indicated that the audit-defense and

fee-refund provisions were not the result of an ongoing business relationship;
                                        16
rather, they were provisions that were triggered by “any challenge by the IRS of

the benefits taken in relation to the R&D Study.” Alliantgroup presented no

evidence that such a challenge had occurred, and Bangerter specifically testified

that he was not aware of any continuing work that Alliantgroup had performed for

either Acutec or MGS pursuant to the R&D studies it completed and delivered in

2006. The agreements also stated that Alliantgroup could “be engaged annually to

capture the tax credit value of current and future R&D investments,” but there was

no evidence that either Acutec or MGS engaged Alliantgroup to complete any

additional work following the completion of the 2006 R&D studies. In fact,

Alliantgroup failed to present any testimony or other evidence that any of its

employees had had any contact with Acutec or MGS since the completion of the

R&D tax studies.

      We conclude that, by their own terms, the client agreements between

Alliantgroup and Acutec and MGS do not provide for an ongoing relationship.

Thus, the agreements do not support Alliantgroup’s allegation that Acutec and

MGS were its clients in 2009, approximately three years after Alliantgroup’s

delivery of the contracted-for R&D studies.       The only other evidence that

Alliantgroup presented that Acutec and MGS were its clients in 2009 was the

affidavit and deposition testimony of Wes Bangerter.       However, Bangerter’s

testimony stated that the client relationship was created by the 2006 agreements.

                                       17
To the extent that Bangerter made conclusory statements in his affidavit that

Actuec and MGS were clients of Alliantgroup in 2009, when the alleged contact by

Paradigm took place, those statements are not competent summary judgment

evidence.   See Wadewitz v. Montgomery, 951 S.W.2d 464, 466 (Tex. 1997)

(holding that conclusory statement in affidavit, unsupported by facts, is insufficient

to support or defeat summary judgment). And Bangerter averred that he had not

done any work for Acutec or MGS following the delivery of the R&D studies in

2006, nor was he aware of any work done by anyone at Alliantgroup or any further

contacts with those firms.

      We conclude that, as a matter of law, the contracts relied upon by

Alliantgroup did not establish that Acutec and MGS were clients of Alliantgroup at

the time of the alleged contacts in 2009. We further conclude that Bangerter’s

testimony on the legal question of the term or effect of the client agreements is not

evidence that can alter or vary the intent of the parties as expressed in those

agreements. See Haden, 266 S.W.3d at 450 (“[P]arol evidence will not be received

for the purpose of creating an ambiguity or to give the contract a meaning different

from that which its language imports.”). Alliantgroup does not point to any other

evidence establishing that Acutec and MGS were its clients in 2009 at the time of

Paradigm’s alleged contacts.




                                         18
      Thus, we conclude that the trial court did not err in granting Paradigm’s no-

evidence summary judgment motion on Alliantgroup’s breach of contract claims.

See TEX. R. CIV. P. 166a(i); Grant, 73 S.W.3d at 215.

                              Tortious Interference

      The elements of a tortious interference claim are (1) an existing contract

subject to interference; (2) a willful and intentional act of interference with the

contract; (3) that proximately caused the plaintiff’s injury; and (4) caused actual

damages or loss. Funes v. Villatoro, 352 S.W.3d 200, 213 (Tex. App.—Houston

[14th Dist.] 2011, pet. denied). Texas also recognizes a cause of action for tortious

interference with a prospective contract. See Wal-Mart Stores, Inc. v. Sturges, 52

S.W.3d 711, 726 (Tex. 2001) (“We therefore hold that to recover for tortious

interference with a prospective business relation a plaintiff must prove that the

defendant’s conduct was independently tortious or wrongful.”). “To prevail on a

tortious interference claim, a plaintiff must present evidence that the defendant

interfered with a specific contract.” Funes, 352 S.W.3d at 213 (citing Finlan v.

Dallas Indep. Sch. Dist., 90 S.W.3d 395, 412 (Tex. App.—Eastland 2002, pet.

denied)).

      We have already concluded that Alliantgroup did not provide any evidence

of an ongoing contract with either Acutec or MGS. Indeed, the summary judgment

evidence indicated that the 2006 contracts were fully performed—i.e., Alliantgroup


                                         19
delivered the R&D studies and the clients paid the fees—years prior to the alleged

contact by Paradigm. Alliantgroup does not point to any specific contract or

potential contract with either Acutec or MGS that Paradigm’s alleged contacts

negatively affected. See Funes, 352 S.W.3d at 213.

      Thus, we conclude that the trial court did not err in granting Paradigm’s no-

evidence summary judgment motion on Alliantgroup’s tortious interference

claims. 3 See TEX. R. CIV. P. 166a(i); Grant, 73 S.W.3d at 215.




3
      Because we hold that the trial court did not err in granting no-evidence summary
      judgment on the ground that Alliantgroup failed to present evidence that Acutec
      and MGS were “clients” under the Settlement Agreement at the time Paradigm
      allegedly contacted them, we do not address the remaining arguments on these
      issues. Furthermore, we need not address Alliantgroup’s arguments regarding the
      liquidated damages provision in the Settlement Agreement. Alliantgroup also
      argues that Solanji and Dhanani violated various Disciplinary Rules of
      Professional Conduct. However, Texas courts have consistently held that the
      Texas Disciplinary Rules of Professional Conduct do not define standards for civil
      liability and do not give rise to private claims. See, e.g., Blankinship v. Brown,
      399 S.W.3d 303, 311 (Tex. App.—Dallas 2013, pet. denied) (citing Texas
      Disciplinary Rules of Professional Conduct preamble, which states that
      Disciplinary Rules do not define standards of civil liability and that violation of
      rule does not give rise to private cause of action); Garcia v. Garza, 311 S.W.3d
      28, 43–44 (Tex. App.—San Antonio 2010, pet. denied); Dardas v. Fleming,
      Hovenkamp & Grayson, P.C., 194 S.W.3d 603, 613 (Tex. App.—Houston [14th
      Dist.] 2006, pet. denied); see also Wright v. Sydow, 173 S.W.3d 534, 549 (Tex.
      App.—Houston [14th Dist.] 2004, pet. denied) (holding that alleged violation of
      Disciplinary Rules does not necessarily establish cause of action and does not void
      otherwise valid contract outside of attorney-client relationship). Thus, we do not
      address these arguments.
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                                   Conclusion

      We affirm the judgment of the trial court.




                                             Evelyn V. Keyes
                                             Justice

Panel consists of Justices Keyes, Higley, and Massengale.

Justice Massengale, dissenting.




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