In E-Learning LLC v. AT&T Corp., the plaintiff provided computer software services to the defendant. No. 04-16-00291-CV, 2017 Tex. App. LEXIS 1726 (Tex. App.—San Antonio 2017, no pet. history). Beginning in 2010, the parties changed the way they transacted business. From 2010 to 2012, the plaintiff provided goods and services on three projects and dealt exclusively with an employee of the defendant. In 2013, the employee asked plaintiff to develop a proposal for a new project. After submitting a proposal and amendments, the plaintiff began to work on the project. The employee then sent an email advising that funding for the project was not available. After the plaintiff sent an invoice for one-half the amount shown on the proposal, the employee informed the plaintiff that the defendant would not pay the invoice because it had never signed the proposal. The plaintiff then sued and asserted claims for breach of contract, quantum meruit, breach of fiduciary duty, negligent misrepresentation, fraud, and fraud by nondisclosure.

The trial court granted the employee a no-evidence summary judgment on the plaintiff’s breach of fiduciary duty claim. The court of appeals first addressed the legal standards for the plaintiff’s informal fiduciary relationship claim. The court stated that an informal fiduciary relationship may also arise from a moral, social, domestic, or purely personal relationship of trust and confidence. “However, to impose an informal fiduciary duty in a business transaction, the special relationship of trust and confidence must exist prior to, and apart from, the agreement made the basis of the suit.” Furthermore, the court held that “subjective trust between parties to an arms-length transaction does not transform a business relationship into a fiduciary relationship.” Rather “[t]here must be evidence that the plaintiff relied on the defendant for moral, financial, or personal support or guidance.” The court reviewed the evidence and held that such a relationship was not formed in this case:

BDG argues it produced evidence to raise a fact issue as to the existence of a fiduciary relationship between it and Bishop. In support of this argument, BDG points to the relationship it developed with Bishop during the prior Bishop projects. However, this evidence fails to show that BDG’s relationship with Bishop rose to the level of a fiduciary relationship. There is no evidence that BDG relied on Bishop for moral, financial, or personal support or guidance. Instead, the evidence shows that BDG’s relationship with Bishop was purely a business relationship. Because BDG produced no evidence that it had a fiduciary relationship with AT&T, it did not raise a fact issue on this element.

Id. The court affirmed the trial court’s summary judgment on the plaintiff’s breach of fiduciary duty claim.