Roxo v. Baxsto: Texas Supreme Court Further Restricts Fraud Claims Based on Oral “No‑Flip,” Bonus, and Recording Promises Contrary to Oil-and-Gas Leases

I. Introduction

In Roxo Energy Company, LLC; Roxo Energy, LLC; REC Minerals, LLC; Roxo FW, LLC; and Vortus Investment Advisors, LLC v. Baxsto, LLC, decided May 9, 2025, the Supreme Court of Texas again confronts a recurring theme in Texas commercial litigation: can a party base fraud claims on oral assurances that are inconsistent with – or omitted from – a later written contract?

The case arises from a series of oil-and-gas lease and mineral sale transactions in Howard and Borden Counties between Baxsto, the mineral owner, and Roxo and its private-equity backer Vortus. Baxsto alleged that Roxo induced it with promises that:

Roxo would not “flip” the lease but instead drill and develop the acreage;
Baxsto would receive the most favorable bonus terms in the area relative to other mineral owners (in particular, Navigator Oil and Gas); and
Roxo would refrain from recording the lease until paying the agreed bonus.

Baxsto sued for fraud, fraudulent inducement, statutory fraud, and fraud by non-disclosure when Roxo did not drill, later sold the minerals, and Navigator in fact received a higher bonus per acre. The trial court granted summary judgment for Roxo on all claims, but the Eleventh Court of Appeals (Eastland) reversed, holding there were jury issues on justifiable reliance.

The Texas Supreme Court, in a per curiam opinion, reverses the court of appeals and reinstates summary judgment for Roxo, leaning heavily on its relatively recent precedents in Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471 (Tex. 2019), and JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C., 546 S.W.3d 648 (Tex. 2018). The opinion underscores several key points:

When a written contract grants an unqualified right (such as a right to assign or transfer a lease), it is incompatible with prior oral promises to limit that right (such as “we will not flip”).
The failure to include important oral assurances (e.g., about bonus parity) in the final written document is itself a “red flag” that precludes justifiable reliance by a sophisticated party.
Counterparties in an arm’s-length business transaction generally owe no duty to disclose, and recorded documents give constructive notice to everyone.

In short, Roxo v. Baxsto deepens the court’s doctrine that sophisticated parties cannot reasonably rely on oral assurances that conflict with, or are omitted from, the final written deal, even absent a formal “no-reliance” clause.

II. Summary of the Opinion

A. Factual and Contractual Background

Beginning in October 2016, Roxo’s CEO and Vortus representatives negotiated with Baxsto over mineral interests owned by Baxsto in Howard and Borden Counties. According to Baxsto, Roxo and Vortus made several key oral assurances:

Roxo would drill and develop Baxsto’s acreage and make its money “at the bit,” not by flipping leases.
Roxo and Vortus were not in the business of “flipping” mineral interests; Vortus only backed drillers.
Roxo would pay Baxsto the most favorable bonus of any owner in the area; Navigator was getting less ($3,500 or not more than $5,000 per acre).
Roxo would not record the lease until it had paid Baxsto the agreed $5,000 per-acre bonus.

The parties executed a suite of written documents:

a “paid-up” oil and gas lease;
a lease purchase agreement giving Roxo an option to purchase the lease (the “lease purchase option”); and
a lease memorandum for recording.

The written lease:

required Roxo to pay a $5,000-per-acre bonus before recording; and
included a standard clause allowing either lessor or lessee to freely “assign, devise, or otherwise transfer” their interests under the lease.

Roxo obtained two extensions of its lease purchase option. The first included a short-term “most favored nations” (MFN) clause: for six months, if Roxo paid a larger bonus to a qualifying lessor, it would pay the same to Baxsto. Roxo later paid Baxsto the $5,000-per-acre bonus and eventually bought Baxsto’s mineral interests outright on May 26, 2017, for approximately $5.67 million.

Roxo never drilled a well on the acreage and later sold the minerals to another operator. When Baxsto later learned that Navigator received an $11,000-per-acre bonus, it sued, contending that Roxo’s promises were false and part of a scheme to “lock in” Baxsto at below-market value. Baxsto also discovered that Roxo had recorded the lease memorandum before paying the bonus, contrary to the written condition.

B. Procedural History and Holdings

Trial Court: Granted summary judgment to Roxo on all fraud-based claims.
Court of Appeals (Eastland): Reversed, finding that the written documents did not directly contradict the oral assurances and that there were insufficient “red flags” to bar justifiable reliance.
Texas Supreme Court: Reverses the court of appeals and reinstates summary judgment, holding:
- Reliance on oral “no-flip” and drilling promises was unjustifiable because the lease gave Roxo an unqualified right to transfer and was a paid-up lease with no drilling obligation.
- Reliance on oral bonus representations was unjustifiable in light of the written $5,000-per-acre term and a narrow MFN clause, particularly given Baxsto’s sophistication and the omission of any broader bonus guarantees from the contracts.
- Fraud by non-disclosure fails because Roxo owed no legal duty to disclose its premature recording, and such recording was public record giving constructive notice.
- Promissory fraud based on the promise not to record before paying the bonus fails for lack of evidence that the promise was made with the specific intent to induce the later mineral sale or that it caused the sale.

III. Key Legal Concepts Simplified

A. Justifiable Reliance in Fraud and Fraudulent Inducement

Under Texas law, fraud and fraudulent inducement claims require “justifiable reliance”:

The plaintiff must actually rely on the misrepresentation; and
That reliance must be reasonable or justifiable under the circumstances.

The court reiterates a powerful rule from Orca Assets and Barrow-Shaver:

“[R]eliance upon an oral representation that is directly contradicted by the express, unambiguous terms of a written agreement between the parties is not justified as a matter of law.”

Importantly, the contract language need not mirror the oral statement word-for-word. It is enough if the substance of the contract conflicts with the substance of the alleged oral promise such that a reasonable person could not read the contract and still believe the earlier statement.

B. “Paid-Up” Lease

A “paid-up” oil-and-gas lease is one in which the lessee pays all agreed “delay rentals” up front. As the court puts it (quoting ConocoPhillips Co. v. Koopmann):

“A ‘paid-up’ lease is one under which all delay rentals bargained for are paid in advance, and this single payment maintains the lease during the primary term.”

In a paid-up lease, the lessee usually has the right not to drill during the primary term; its payment has bought the right to hold the lease during that period without activity. That framework is fundamentally inconsistent with an alleged oral agreement that the lessee is obligated to drill within that time.

C. Habendum Clause

The “habendum clause” sets the duration of an oil-and-gas lease (e.g., “for a term of three years and as long thereafter as oil or gas is produced”). The court notes, citing Anadarko Petroleum Corp. v. Thompson, that:

“[M]ost habendum clauses implicitly recognize that no drilling or development is necessary for the lessee to maintain the lease during the primary term.”

This reinforces that, absent express language to the contrary, lessees typically have no duty to drill during the primary term.

D. Most-Favored-Nations (MFN) Clause

An MFN clause in this context guarantees that if the lessee pays another lessor a higher bonus under specified conditions and within a specified time, it must also increase the bonus paid to the MFN lessor.

Here, the MFN clause:

Applied only to a six-month window; and
Required parity if Roxo paid a higher bonus to a qualifying lessor.

It did not create an open-ended promise that Baxsto would always receive the highest bonus or match any bonus paid at any time to any party (such as Navigator later receiving $11,000 per acre).

E. Fraud by Non-Disclosure and Duty to Disclose

Fraud by non-disclosure in Texas requires, among other elements, that the defendant had a legal duty to disclose the information. Such a duty generally arises only when:

There is a confidential or fiduciary relationship; or
Certain special circumstances impose disclosure obligations.

Between arm’s-length business counterparties, there is ordinarily no such duty. The court underscores that whether there is a duty to speak is a question of law.

F. Constructive Notice from Recording

Under Texas law, properly recorded instruments in the deed records give “constructive notice” of their contents to all the world. Citing HECI Exploration Co. v. Neel, the court notes that a party who is concerned about recording can check the public records; it cannot fairly claim reliance on the other side to keep it informed of public filings.

G. Promissory Fraud (Fraud Based on a Promise of Future Performance)

Fraud can be based on a promise about something that will happen in the future (a “promissory fraud” theory), but only if:

The promisor, at the time of the promise, had no intention of performing; and
The promise was made with the intent to induce the plaintiff’s detrimental reliance.

Suspicion or hindsight disappointment is not enough; there must be evidence that, when the promise was made, it was knowingly false and intended to cause the specific detrimental act.

IV. Detailed Analysis of the Opinion

A. The Court’s Treatment of the “No-Flip” and Drilling Promises

1. The Alleged Oral Representations

Baxsto alleged that Roxo and Vortus said:

Roxo would drill and develop the land and make its money “at the bit.”
Roxo and Vortus were not in the business of acquiring and flipping leases to others.
Vortus only invested in companies that drilled acreage and had committed $200–250 million to this project.

In essence, Baxsto contended that these statements created a binding obligation for Roxo not to flip the lease and to drill instead.

2. The Written Lease: Unqualified Right to Assign or Transfer

The lease itself contained a “typical assignment provision” allowing:

“the interest of either Lessor or Lessee hereunder to be assigned, devised, or otherwise transferred in whole or in part.”

This is a broad, unqualified right. Nothing in the written lease restricted Roxo from assigning or transferring the lease instead of drilling. Nor did the lease impose on Roxo any affirmative obligation to drill or develop the leased acreage.

In addition, because this was a “paid-up” lease, Roxo’s up-front payment bought it the right to hold the lease during the primary term without drilling. That structure is inherently inconsistent with an oral obligation to drill.

3. Application of Barrow-Shaver: Direct Conflict Between Oral Promise and Express Contract Right

The Supreme Court draws a direct analogy to Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc.:

In Barrow-Shaver, the lessor had orally promised it “would never withhold consent” to assignment, but the written consent-to-assign clause gave the lessor an unqualified right to grant or withhold consent.
The court held that reliance on the oral promise was unjustifiable as a matter of law because it was directly contradicted by the unqualified written consent right.

The court here reasons in parallel:

“Just as an unqualified contractual right to withhold consent contradicts a prior oral promise to give consent, an unqualified contractual right to transfer a lease contradicts a prior oral promise not to do so.”

By signing the lease containing an unrestricted assignment clause, Baxsto agreed that Roxo could transfer the lease as it saw fit. Any prior oral promise that Roxo would not flip the lease is in direct tension with that express contractual right.

4. Available Contractual Tools That Were Not Used

The court emphasizes that oil-and-gas participants have standard contractual tools to protect themselves:

Anti-assignment / no-flip clauses: The lessor could insist that the lessee may not assign or may assign only under defined conditions.
Drilling obligations in the habendum clause or elsewhere: The lessor could require the lessee to commence drilling by a certain date or risk termination.
Paid-up structure modification: The lessor could negotiate different primary-term structures that more closely tie payment to development.

Baxsto did none of these. Instead, it signed a standard paid-up lease with a typical, broad assignment clause. The court concludes that:

“In multiple ways, the lease Baxsto signed is inconsistent with the oral deal it claims to have made.”

Under Barrow-Shaver and Orca Assets, this inconsistency makes reliance on the oral representations unjustifiable as a matter of law.

5. Result: All “No-Flip” and Drilling-Based Fraud Claims Fail

Because justifiable reliance is an element of all fraud-based theories asserted (common-law fraud, fraudulent inducement, statutory fraud, and fraud by non-disclosure), the court holds that Baxsto cannot recover on any claim premised on the alleged oral obligation to develop rather than flip.

B. The Bonus Representations and the Limited MFN Clause

1. The Alleged Bonus Misrepresentations

Baxsto alleged that Roxo misrepresented that:

Navigator’s bonus offer had been reduced to $3,500 per acre;
Navigator would not receive a higher bonus than $5,000 per acre;
Baxsto’s bonus was the highest that would be given to any area owner; and
Roxo’s later purchase offer was a “great deal” in part because Navigator was currently being offered less than Baxsto.

The gravamen is that Baxsto believed it was receiving top-of-market bonus treatment in comparison to similarly situated owners and structured its decisions accordingly.

2. What the Written Agreements Actually Say

The written documents do not memorialize these broad comparative bonus assurances. Instead:

The lease and related agreements provide for a fixed bonus payment of $5,000 per acre, which Roxo paid.
The first extension of the lease purchase option includes a “most favored nations” clause, but:
- It is limited to a six-month window; and
- Applies only if, during that period, Roxo pays a higher bonus to a qualifying lessor.

Critically, Baxsto does not claim that Roxo breached the MFN clause itself. Its grievance is instead that Navigator’s higher $11,000-per-acre bonus paid later shows the earlier representations were false and induced an inferior bargain.

3. Absence from the Contract as a “Red Flag” under Barrow-Shaver

The court leans on Barrow-Shaver to treat the omission of broad bonus-equality assurances from the contract as a “red flag” to a sophisticated party:

“As in Barrow-Shaver, the absence from the written agreements of language confirming the alleged representations or cementing the parties’ alleged oral agreement is itself a red flag negating justifiable reliance.”

In other words:

If a matter is important enough to the deal (like guaranteed top-of-market bonus parity), a sophisticated party should insist on a written term capturing it.
When the final documents instead contain only a narrow, time-limited MFN clause—and nothing like the sweeping promises alleged— the disparity should signal that earlier oral discussions may not have been included in the final bargain.

The court stresses that the MFN clause’s existence shows that Baxsto:

understood how to negotiate for parity protections; and
could have sought broader protection but did not.

4. Sophistication and the “Red Flags” Analysis

Drawing on Orca Assets, the court evaluates red flags “in their entirety” and “accounting for the parties’ relative levels of sophistication.” Even if Roxo was more sophisticated, the court highlights evidence of Baxsto’s sophistication:

Baxsto’s representative, Cole Stout, was an experienced oil-and-gas businessman.
In the two years before negotiations with Roxo, Stout had negotiated at least fifty leases.
This particular deal involved:
- 548 mineral acres;
- 6,200 physical acres; and
- approximately $8 million in value.

Given this background, the court concludes that Stout:

“should have appreciated the significance of the disparities between the signed agreement and the alleged oral promises now claimed”; and
could have independently assessed the market value of the minerals and the deal terms, rather than relying solely on Roxo’s self-serving descriptions.

The court echoes Barrow-Shaver in observing that a “savvy participant” would recognize that counterparties may change their mind regarding non-binding oral statements and would weigh that risk before signing.

5. Outcome: No Justifiable Reliance on Bonus Representations

Given:

the fixed, written $5,000-per-acre bonus that was in fact paid;
the limited scope and term of the written MFN clause;
the absence of any broader written parity terms; and
Stout’s proven sophistication and deal volume;

the court holds that Baxsto’s reliance on alleged oral bonus representations is unjustifiable as a matter of law. Summary judgment on all claims premised on those representations was therefore proper.

C. Early Recording of the Lease: Non-Disclosure and Promissory Fraud

1. Fraud by Non-Disclosure: No Duty to Speak Between Counterparties

Baxsto argued that Roxo committed fraud by not disclosing that it had prematurely recorded the lease memorandum—before paying the bonus—contrary to the parties’ understanding that recording would follow payment.

The court’s response is twofold:

No duty to disclose in an arm’s-length relationship.
- Roxo and Baxsto were counterparties in a business deal, “not aligned parties in a confidential or fiduciary relationship.”
- Under Bombardier Aerospace Corp. v. SPEP Aircraft Holdings, LLC, 572 S.W.3d 213 (Tex. 2019), a duty to disclose typically arises only with a confidential or fiduciary relationship, which is lacking here.
Constructive notice from public records.
- The contents of deed records are public and give constructive notice to all parties, per HECI Expl. Co. v. Neel, 982 S.W.2d 881 (Tex. 1998).
- If Baxsto cared when the lease was recorded, it could have searched the public record; it was not entitled to rely on Roxo to volunteer that information.

Since fraud by non-disclosure requires a duty to speak, and no such duty existed as a matter of law, the claim fails.

2. Promissory Fraud Theory: Promise Not to Record Before Paying Bonus

Baxsto also advanced a theory that Roxo’s promise not to record the lease until it paid the bonus was itself a fraudulent promise, supposedly made as part of a larger scheme to induce Baxsto eventually to sell its minerals at an undervalued price.

To sustain promissory fraud, Baxsto had to produce evidence that:

Roxo knew the promise was false when made; and
Roxo made the promise intending to induce Baxsto’s harmful reliance—here, the later sale of the minerals.

The court finds the record lacking on both fronts, particularly on the link between the promise and the sale:

The promise concerned the timing of recording, a relatively peripheral aspect of the transaction.
The alleged object of the fraud was the eventual mineral sale, which took place months later and which Roxo could not compel.
There is “nothing but Baxsto’s suspicion and conjecture” to connect the promise’s timing to Baxsto’s decision to sell at a later date.

The court characterizes the theory as “highly attenuated” and “tenuous and vague,” concluding there is no evidence from which a reasonable fact-finder could find the requisite fraudulent intent and causal connection. Summary judgment on this theory was therefore also proper.

V. Precedents and Their Influence on the Decision

A. Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471 (Tex. 2019)

Barrow-Shaver is the cornerstone of the court’s reasoning. There, the court held:

Oral assurances that consent to assignment would always be granted could not reasonably be relied on when the written consent clause gave the lessor an unqualified right to grant or withhold consent.
The absence from the contract of language embodying the alleged oral assurance was itself a red flag.

In Roxo v. Baxsto, the court extends and applies this logic in two main ways:

By treating an unqualified assignment clause as incompatible with oral “no-flip” promises; and
By treating the omission of broader bonus parity assurances from the written contract as a red flag negating justifiable reliance, particularly given the existence of a narrower MFN clause.

The court also reiterates the practical lesson from Barrow-Shaver: sophisticated parties are expected to ensure that important oral agreements are memorialized in the final contract; signing a contract that omits those terms precludes later fraud-based efforts to enforce them.

B. JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C., 546 S.W.3d 648 (Tex. 2018)

Orca Assets established and refined the concept of “red flags” in the context of justifiable reliance, including:

Language in the lease that put the lessee on notice that acreage might already be leased;
Disclaimers and “subject to” language; and
The sophistication of the parties and their ability to investigate.

The court in Roxo v. Baxsto imports this framework, stressing that:

Red flags must be assessed in the full context of the deal and parties’ experience; and
Experienced parties like Baxsto’s representative are expected to recognize when a final written contract does not match earlier oral discussions.

The opinion quotes Orca Assets in emphasizing that even without word-for-word conflicts, the “meaning” of a contract can be so inconsistent with a prior representation that reliance on the representation is unjustifiable.

C. Bombardier Aerospace Corp. v. SPEP Aircraft Holdings, LLC, 572 S.W.3d 213 (Tex. 2019)

Bombardier is cited for the proposition that fraud by non-disclosure requires a duty to speak, which generally arises only in confidential or fiduciary relationships. The court applies that principle to hold there was no duty for Roxo to inform Baxsto about the premature recording of the lease.

D. Zorrilla v. Aypco Construction II, LLC, 469 S.W.3d 143 (Tex. 2015)

Zorrilla is referenced for the basic elements of common-law fraud and fraudulent inducement, one of which is justifiable reliance. The court uses it to confirm that the reliance element is common to all of Baxsto’s fraud theories.

E. ConocoPhillips Co. v. Koopmann, 547 S.W.3d 858 (Tex. 2018) and Anadarko Petroleum Corp. v. Thompson, 94 S.W.3d 550 (Tex. 2002)

These oil-and-gas precedents provide doctrinal support regarding paid-up leases and habendum clauses:

ConocoPhillips explains the nature of a paid-up lease and the up-front purchase of delay rentals, supporting the conclusion that the lessee has bought time without drilling obligations.
Anadarko notes that a habendum clause typically does not obligate drilling during the primary term, reinforcing that the default structure does not require development.

These cases bolster the court’s conclusion that the lease structure itself contradicts the alleged oral obligation to drill.

F. HECI Exploration Co. v. Neel, 982 S.W.2d 881 (Tex. 1998)

HECI is cited for the principle that recorded instruments give constructive notice of their contents to all parties. That rule undermines any claim that Roxo had a duty to verbally notify Baxsto of the lease’s early recording.

G. Ernst & Young, L.L.P. v. Pacific Mutual Life Ins. Co., 51 S.W.3d 573 (Tex. 2001)

Ernst & Young is cited for the requirement, in a promissory fraud claim, that the defendant knew the representation was false when made and intended to induce reliance. The court uses this standard to dismiss the theory that the promise regarding recording was part of a scheme to force a later sale.

H. In re International Profit Associates, Inc., 274 S.W.3d 672 (Tex. 2009)

This case is referenced for the proposition that whether a duty to disclose exists is a question of law. The court uses it to determine that Roxo owed no duty of disclosure regarding its recording activity.

VI. Impact and Implications

A. Strengthening the Contract-Over-Oral-Statements Principle

Roxo v. Baxsto continues—and arguably hardens—the trend set by Orca Assets and Barrow-Shaver:

Where a written contract expressly grants an unqualified right (e.g., to assign, to withhold consent), courts will treat that as directly contradicting earlier oral promises that purport to limit that right.
Even without explicit “no-reliance” clauses, sophisticated parties will seldom be allowed to claim that they justifiably relied on oral assurances that are inconsistent with—or simply absent from—the written agreement.

This decision sends a clear message to commercial participants in Texas—particularly in oil and gas—that the written contract is paramount and that reliance on side conversations is perilous.

B. Narrowing the Scope of Actionable Fraud in Oil-and-Gas Negotiations

For lessors and mineral sellers:

Claims based on oral assurances about drilling plans, “we don’t flip,” “we make money at the bit,” or “we only invest in drillers” will be difficult to sustain when the lease:
- contains a standard assignment clause; and
- is structured as a paid-up lease with no drilling obligation.
Claims based on oral statements that “you’re getting the best bonus in the area” or “nobody else is getting more” are unlikely to succeed when:
- the written contract sets a fixed bonus amount; and
- any parity protections (like MFN clauses) are written narrowly, or absent altogether.

For lessees and buyers:

The decision encourages even greater reliance on standard industry clauses (e.g., assignment, habendum, paid-up structures) as both operational tools and litigation shields.
It may incentivize parties to be cautious in oral statements, but the opinion suggests that the main battleground will be the written terms, not the pre-contract rhetoric.

C. Sophistication as a Key Factor

While the red-flags and justifiable-reliance analysis is fact-sensitive, the court places considerable weight on:

The experience of the party claiming fraud (number of prior deals, size of the transaction, familiarity with industry norms); and
The party’s demonstrated ability to negotiate complex provisions (e.g., an MFN clause).

In future cases, sophisticated actors will face a steep uphill climb to prove justifiable reliance on oral assurances in the face of contrary or incomplete written contracts. Less sophisticated parties may have more room to argue, but the core principle remains robust.

D. Clarifying Limits on Fraud by Non-Disclosure in Business Deals

Roxo v. Baxsto reinforces several limits:

Arm’s-length counterparties generally owe no duty of disclosure absent special circumstances.
Publicly recorded transactions are presumed known to all; lack of actual knowledge does not create a disclosure duty.
Attempts to convert contract violations or technical timing issues (like premature recording) into fraud by non-disclosure will rarely succeed without a specific legal duty to speak.

This keeps fraud-by-non-disclosure closely cabined and prevents it from becoming a backdoor for ordinary breach-of-contract or buyer’s remorse claims.

E. Promissory Fraud and Causation: High Evidentiary Bar

The opinion also illustrates the court’s reluctance to embrace speculative promissory fraud claims:

Promises about relatively minor aspects of a transaction (e.g., order of events like “pay bonus then record”) must be closely tied, with evidence, to the alleged harm (e.g., selling minerals at a discount).
Without a clear evidentiary link between the contested promise and the specific detrimental decision, courts will treat such theories as conjectural and dispose of them on summary judgment.

This insistence on causation and contemporaneous fraudulent intent will limit opportunistic fraud claims based on later disappointment.

VII. Conclusion

Roxo Energy Company, LLC, et al. v. Baxsto, LLC reinforces and extends a now-firm line of Texas Supreme Court authority: in sophisticated commercial transactions, parties cannot base fraud claims on oral assurances that conflict with, or are omitted from, their written agreements.

The opinion:

Holds that an unqualified contractual right to assign a lease is fundamentally incompatible with alleged oral promises not to flip the lease and to drill instead.
Treats the absence of broader bonus-equality assurances from the contract—despite the presence of a narrow MFN clause—as a red flag negating justifiable reliance for an experienced lessor.
Reaffirms that arm’s-length parties generally have no duty to disclose, especially regarding publicly recorded instruments, and that constructive notice from recording is the norm.
Demands concrete evidence of contemporaneous intent and causal linkage for promissory fraud claims, rejecting attenuated theories resting on suspicion alone.

Practically, the case is a strong reminder to Texas oil-and-gas participants—and commercial actors more broadly—that:

Key promises and expectations must be written into the contract,
Standard industry clauses will control over prior oral assurances, and
Sophisticated parties will find it especially difficult to escape the bargain they signed by invoking pre-contract statements.

By reversing the court of appeals and reinstating summary judgment for Roxo, the Supreme Court of Texas cements the primacy of the written oil-and-gas lease and related agreements over extra-contractual representations, further tightening the landscape for fraud claims in Texas commercial litigation.