Shawn Cantrell and Jamie Cantrell v. Sanjay Singhania and Sapna Singhania

In the
Court of Appeals
Sixth Appellate District of Texas at Texarkana

No. 06-25-00037-CV

SHAWN CANTRELL AND JAMIE CANTRELL, Appellants

V.

SANJAY SINGHANIA AND SAPNA SINGHANIA, Appellees

On Appeal from the 431st District Court
Denton County, Texas
Trial Court No. 24-7094-431

Before Stevens, C.J., van Cleef and Rambin, JJ.
Memorandum Opinion by Justice van Cleef
MEMORANDUM OPINION

Sanjay and Sapna Singhania, who wished to purchase a home owned by Shawn and

Jamie Cantrell, executed a Family Residential Contract (Contract) and paid $35,000.00 in earnest

money. The Singhanias were unable to secure the financing necessary to purchase the Cantrells’

home and asked for the return of the earnest money pursuant to a Third-Party Financing

Addendum (Addendum) to the Contract. After the Cantrells refused to return the earnest money,

the Singhanias sued them for breach of contract. Both parties filed traditional motions for

summary judgment. The trial court resolved the cross-motions in the Singhanias’ favor, awarded

them $35,000.00 in damages with pre-judgment and post-judgment interest, and awarded them

$60,000.00 in attorney fees. The Cantrells appeal.1

On appeal, the Cantrells argue that the trial court erred by finding that the Singhanias

proved their entitlement to summary judgment on their breach of contract claim as a matter of

law because (1) the Cantrells complied with the Contract, (2) the Singhanias validly released all

claims related to the Contract, and (3) the release cannot be reformed by the doctrine of mistake.

We find that the Singhanias proved their breach of contract claim as a matter of law and that,

under these unique circumstances, the release was invalidated because mutual mistake showed

that there was no meeting of the minds to release earnest money to the Cantrells. As a result, we

affirm the trial court’s judgment.

1
Originally appealed to the Second Court of Appeals, this case was transferred to this Court by the Texas Supreme
Court pursuant to its docket equalization efforts. See TEX. GOV’T CODE ANN. § 73.001 (Supp.). We follow the
precedent of the Second Court of Appeals in deciding the issues presented. See TEX. R. APP. P. 41.3.
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I. Factual Background2

A. The Contract Is Subject to Availability of Third-Party Financing

The Singhanias used their son, Aman Singhania, a real estate agent with Competitive

Edge Realty, as their sales agent. When the Singhanias located the Cantrells’ sales listing, Aman

reached out to Brooke Bengard, a real estate agent with RE/MAX DFW Associates, who

represented the Cantrells. On July 8, 2023, the Singhanias received pre-approval for a

$2,400,000.00, thirty-year, fixed mortgage at 6.25% interest from Purelend Mortgage LLC.

On July 14, 2023, the Singhanias signed the Contract to purchase the Cantrells’ property.3

The Contract stated that they would pay $540,000.00 at closing, which was scheduled for

August 11, 2023, and would obtain financing for the remaining $2,160,000.00 pursuant to a

“Third Party Financing Addendum.”

In a section labeled “EARNEST MONEY AND TERMINATION OPTION,” the

Contract specified that earnest money of $35,000.00 would be paid to the escrow agent,

“National title - Kim Hill,” and that the Singhanias had “the unrestricted right to terminate [the]

contract by giving notice of termination to Seller within 5 days after the Effective Date of this

contract.” The provision further stated, “If Buyer gives notice of termination within the time

prescribed . . . any earnest money will be refunded to Buyer.” As to the earnest money and

termination provisions, the Contract provided, “Time is of the essence for this paragraph and

strict compliance with the time for performance is required.”

2
The facts recited are from the summary judgment proceedings.
3
The Contract provided that the prevailing party “in any legal proceeding related to th[e] [C]ontract [wa]s entitled to
recover reasonable attorney’s fees and all costs of such proceeding.”
3
The Contract further contemplated that the parties would make a demand for the earnest

money and would sign a release in the event of timely termination by stating the following:

DEMAND: Upon termination of this contract, either party . . . may send a
release of earnest money to each party and the parties shall execute counterparts
of the release and deliver same to the Escrow Agent. . . . If only one party makes
written demand for the earnest money, Escrow Agent shall promptly provide a
copy of the demand to the other party. If Escrow Agent does not receive written
objection to the demand from the other party within 15 days, Escrow Agent may
disburse the earnest money to the party making demand . . . .

The Addendum, also signed by the Singhanias on July 14, required them to “apply

promptly for all financing . . . and make every reasonable effort to obtain approval for the

financing, including but not limited to furnishing all information and documents required by

Buyer’s lender.” The Addendum showed that the Singhanias would apply for a thirty-year, fixed

mortgage loan in the principal sum of $2,160,000.00 “with interest not to exceed 6.500%,” that

time was of the essence, and that “[a]pproval for the financing . . . [would] be deemed to have

been obtained when Buyer Approval and Property Approval [were] obtained.” Even so, the

Addendum stated:

This contract is subject to Buyer obtaining Buyer Approval. If Buyer cannot
obtain Buyer Approval, Buyer may give written notice to Seller within 14 days
after the effective date of this contract and this contract will terminate and the
earnest money will be refunded to Buyer. If Buyer does not terminate the
contract under this provision, the contract shall no longer be subject to the Buyer
obtaining Buyer Approval. Buyer Approval will be deemed to have been
obtained when (i) the terms of the loan(s) described above are available and
(ii) lender determines that Buyer has satisfied all of lender’s requirements related
to Buyer’s assets, income and credit history.

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B. Difficulties Arise in Obtaining Financing for the Singhanias

Despite the Singhanias’ pre-approval for a $2,400,000.00, thirty-year, fixed mortgage at

6.25% interest, on July 14, Pureland Mortgage sent a fee sheet for a $2,080,000.00, thirty-year,

fixed mortgage at 6.99% interest. The fee sheet did not meet the terms of the Addendum, which

showed that the interest was “not to exceed 6.500%.” To obtain financing with the terms stated

in the Addendum, the Singhanias promptly sought to obtain third-party financing from Truist

Bank, which preapproved a $2,160,000.00 loan at 6.25% interest. According to Aman’s and

Sanjay’s affidavits,

The Singhanias made every reasonable effort to obtain approval from Truist for
the financing described in the Third[-]Party Financing Addendum, including
furnishing all of the information and documents Truist requested. Specifically,
throughout the loan application process, the Singhanias diligently responded to all
of Truist’s document requests and requests for other information. The Singhanias
worked in good faith with Truist to secure approval for their mortgage
application, including putting Truist in direct contact with the Singhanias’
certified public accountant so that he could work directly with Truist to help
Truist understand the Singhanias’ complex financial situation, which included
numerous properties, businesses, and cash flows.

Sanjay and Aman swore that, “[b]ecause of the complexity of the Singhanias’ financial

situation, Truist needed additional time to determine whether to approve the Singhanias’ loan

application,” and they wished for the earnest money to be returned to them in case they were

unable to secure financing.

C. The Singhanias Obtain an Extension of the Contract and Addendum

Text messages between Aman and Bengard showed that on July 26, Aman informed

Bengard that the Singhanias’ finances were “tough to understand” since they “had to submit . . .

nearly 20 entities that flow into [their] [Personal Financial Statement].” Aman represented that
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“[g]iven the complexity of the assets and the large loan amount, the underwriters need[ed] time

to determine if [the] financials merit[ed] a loan.” Aman said that the Singhanias were not

“willing to risk the earnest money in the scenario that Truist [could not] fulfill the loan.” As a

result, the parties began negotiating the extension of the third-party financing deadline to

August 4.

On July 28, Bengard responded by telling Aman that the Cantrells were “asking $10k of

the earnest money be signed over to them if [the parties] d[id] not close as stated in the contract.”

The Singhanias reviewed the Cantrells’ offer to extend the deadline in exchange for release of

$10,000.00 of the earnest money but declined because it was “very important” to the Singhanias

that they would be able to recover the full amount of their earnest money. As a result, Aman told

Bengard that the Singhanias were not comfortable with losing any of their earnest money. When

Aman asked what documentation Bengard needed for the Singhanias to timely terminate the

Contract, the Cantrells decided to extend the Contract deadline.

On July 28, the Cantrells agreed to and signed an Amendment to the Contract (Extension)

stating, “The date for Buyer to give written notice to Seller that Buyer cannot obtain Buyer

Approval as set forth in the Third Party Financing Addendum is changed to August 4, 2023.”

The Extension also provided that the Cantrells would “move [the] listing to Active Kickout until

Financing Deadline. Should another offer be received, notification w[ould] be provided to the

Buyer and the Buyer ha[d] 24 hours to remove any contingencies.”

Bengard stated she

understood from the Singhania’s [sic] agent that the purpose of extending the
deadline by which the Singhanias were to obtain financing to August 4, 2023, was
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so that the Singhanias could attempt to secure financing and, if they were not
successful in doing so, the earnest money would be returned to them were they to
terminate the Contract by August 4, 2023.

D. The Singhanias Terminate the Contract for Lack of Financing

On August 1, Truist informed the Singhanias that it could not approve their loan

application because it was unable to verify their income and assets. That same day, the

Singhanias sent a Notice of Buyer’s Termination of Contract (Termination) form stating that the

Contract was terminated because they could not “obtain Buyer Approval in accordance with the”

Addendum and Extension.

On August 2, Aman sent a text message to Bengard to inform her that the Termination

was in her email inbox because the lender was not able to confirm the Singhanias’ finances.

Bengard confirmed that she received the Termination on August 2, which informed the Cantrells

that the Singhanias could not obtain buyer approval in accordance with the Addendum. In an

effort to save the sale, Bengard responded by saying there was one “all cash” buyer as well as

two other buyers that wanted to see the home. Even so, Aman texted Bengard to see if they

could contact the title company to obtain the return of the earnest money.

Denise Carter, an escrow officer with National Title Group, sent an email to Hill, Aman,

and Bengard on August 3, acknowledging both the receipt of the Termination and Aman’s email

requesting delivery of “the earnest money back to our accounts,” but said the title company

would need a release of earnest money form signed by all parties before releasing the earnest

funds.

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E. A Release in Favor of the Wrong Party Is Signed

Bengard, who “was copied on a series of emails involving” Aman and the escrow agent,

swore to the following facts:

• “Aman Singhania, Singhanias’ agent, asked Denise Carter, the title agent,
to ‘Please let me know what you need from us to deliver the earnest
money back to our accounts.’ I understood this to mean that the
Singhanias intended to have the earnest money returned to them.”
• “When I informed the Cantrells that the Singhanias wished to have the
earnest money returned to the Singhanias, the Cantrells directed me to
prepare the Release of Earnest Money to release the money to their own
accounts instead.”
• “Given the Cantrells’ request, I told them that was an option, but also
informed them that the Singhanias might not sign a version of the Release
that released the earnest money back to the Cantrells.”
• “I informed the Cantrells that releasing the earnest money to the seller
under these circumstances was not customary, however, they insisted, and
I did as I was instructed.”
• “At the time I prepared the Release of Earnest Money as the Cantrells
instructed me to do, I was not aware of any basis for the earnest money to
be released to the Cantrells instead of the Singhanias. I am currently not
aware of any basis for the earnest money to be released to the Cantrells
instead of the Singhanias.”

Text messages between Bengard and the Cantrells show that Bengard prepared the Release

according to the Cantrells’ instructions but did not expect the Singhanias to sign it. The email

from Bengard to Aman attaching the Release stated, “Please see the attached Release of Earnest

money from my clients.” Aman read the email and believed the Release memorialized the return

of earnest money “from [Bengard’s] clients.”

The one-page Release of Earnest Money (Release) directed Hill to release the $35,000.00

to the Cantrells instead of the Singhanias and stated,

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This form provides for the release of the parties, brokers, and title companies
from all liability under the contract (not just for disbursement of earnest
money). Do not sign this form if it is not your intention to release all the
persons signing this form from all liability under the contract. READ THIS
RELEASE CAREFULLY. If you do not understand the effect of this
release, consult your attorney BEFORE signing.

The Release also said, “The undersigned Buyer and Seller release each other, any broker, title

company, and escrow agent from any and all liability under the aforementioned contract.”

Aman, who “was ill and travelling” filed an affidavit saying he electronically signed the

Release but “did not notice that the Release was drafted to release the earnest money to the

Cantrells instead of the Singhanias.” Sanjay’s affidavit says the Singhanias authorized Aman “to

sign on [their] behalf a release that would release the earnest money to [them],” and did not give

Aman “authority to sign . . . a release that would release the earnest money to the Cantrells.”

On August 13, after the Singhanias had not received their earnest money, Aman reviewed

the Release, realized his mistake, and informed Hill of the mistake, who said that the funds had

already been released to the Cantrells. Contrary to Aman’s affidavit stating that he electronically

signed the Release, Aman’s email to Bengard, Carter, and Hill stated that Aman “got the

documents signed in a rush since [they] were busy traveling, but th[at] was a mistake.” The

email continued, “I simply assumed the release [Bengard] prepared would have the earnest

money being released to the buyers, so I had it quickly signed.” Aman then texted Bengard to

ask why the earnest money was not returned to his parents since “[t]hat was the whole point of

extending the financing deadline.” Bengard said that when Aman notified her that the Release

mistakenly released the earnest money to the Cantrells on August 13, she brought the matter to

the Cantrells’ attention, “but they stated that they would not be returning the earnest money to
9
the Singhanias.” As a result, she texted Aman that the Cantrells were not going to return the

earnest money.

F. Procedural Background

The Singhanias sued the Cantrells for breach of contract, but the Cantrells raised the

affirmative defense of release. Both parties filed traditional motions for summary judgment.

The Singhanias argued that they timely terminated the Contract and, as a result, were entitled to

the return of their earnest money. They further argued that the Cantrells breached the Contract

by instructing Bengard “to prepare a Release in direct contradiction to the terms of the Contract.”

The Cantrells’ motion for summary judgment argued that the Singhanias did not make

every reasonable effort to obtain financing and had signed the Release, which provided that the

earnest money would be sent to the Cantrells and released the Cantrells from any liability arising

from the Contract. The Cantrells argued that the Release was valid regardless of Aman’s

unilateral mistake, that parol evidence could not alter the terms of the Release, and that the

Release precluded the Singhanias breach of contract claim as a matter of law.

In support of their motion, the Cantrells attached Shawn’s affidavit, which said that he

received the Termination on August 3. Even so, because of the language of the Release, Shawn

said, “[M]y wife and I read this [Release] as precluding us from seeking damages for the

Singhanias breach of contract in not procuring financing, as the language of the release clearly

states that both parties to the contract are released from liability.”

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After reviewing the evidence, the trial court granted the Singhanias’ motion for summary

judgment. The trial court’s final judgment awarded the Singhanias $35,000.00 in damages,

$60,000.00 in attorney fees, and pre-judgment and post-judgment interest.

II. Summary Judgment

In this summary judgment case, the issue on appeal is whether the Singhanias met their

summary judgment burden by establishing that no genuine issue of material fact existed and that

they were entitled to judgment as a matter of law. See TEX. R. CIV. P. 166a(c); Mann Frankfort

Stein & Lipp Advisors, Inc. v. Fielding, 289 S.W.3d 844, 848 (Tex. 2009). “We review a

summary judgment de novo.” Mann Frankfort, 289 S.W.3d at 848; see Travelers Ins. Co. v.

Joachim, 315 S.W.3d 860, 862 (Tex. 2010).

We take as true all evidence favorable to the nonmovant, and we indulge every

reasonable inference and resolve any doubts in the nonmovant’s favor. 20801, Inc. v. Parker,

249 S.W.3d 392, 399 (Tex. 2008) (citing Provident Life & Accident Ins. Co. v. Knott, 128

S.W.3d 211, 215 (Tex. 2003)). We consider the evidence presented in the light most favorable

to the nonmovant, crediting evidence favorable to the nonmovant if reasonable jurors could, and

disregarding evidence contrary to the nonmovant unless reasonable jurors could not. Mann

Frankfort, 289 S.W.3d at 848. We must consider whether reasonable and fair-minded jurors

could differ in their conclusions in light of all of the evidence presented. Wal-Mart Stores, Inc.

v. Spates, 186 S.W.3d 566, 568 (Tex. 2006) (per curiam) (citing City of Keller v. Wilson, 168

S.W.3d 802, 822–24 (Tex. 2005)).

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The summary judgment will be affirmed only if the record establishes that the movant

has conclusively “prov[ed] all essential elements of [the movant’s] cause of action or defense as

a matter of law.” City of Houston v. Clear Creek Basin Auth., 589 S.W.2d 671, 678 (Tex. 1979).

When, as here, both parties “move for summary judgment and the trial court grants one motion

and denies the other,” the reviewing court should review both parties’ summary judgment

evidence and “determine all questions presented.” Mann Frankfort, 289 S.W.3d at 848. The

reviewing court should “render the judgment that the [trial] court should have rendered.” Myrad

Props., Inc. v. LaSalle Bank Nat’l Ass’n, 300 S.W.3d 746, 753 (Tex. 2009) (quoting TEX. R. APP.

P. 60.2(c)); see Mann Frankfort, 289 S.W.3d at 848.

III. Analysis

A. The Singhanias Established that the Cantrells Breached the Contract by
Failing to Return the Earnest Money

To succeed on their claim of breach of contract, the Singhanias were required to show

(1) “the existence of a valid [and enforceable] contract,” (2) “performance or tendered

performance,” (3) breach by the Cantrells, and (4) “damages sustained as a result of the breach.”

City of The Colony v. N. Tex. Mun. Water Dist., 272 S.W.3d 699, 739 (Tex. App.—Fort Worth

2008, pet. dism’d).

Here, no party controverts the validity and enforceability of the Contract and Addendum.

The evidence further shows that the Singhanias obtained an Extension to obtain financing.

Although the Cantrells argued that the Singhanias failed to make every reasonable effort to

obtain financing in accordance with the Addendum and Extension, they attached no evidence

supporting that claim, and the record shows otherwise. In any event, the Singhanias timely
12
terminated the Contract, which expressly provided that “any earnest money w[ould] be refunded

to Buyer.” The evidence also shows that, in accordance with the provisions of the Contract, the

Singhanias made a written demand for the return of the earnest money on August 3 from Carter

and Hill and that the Cantrells made no such written demand. As a result, under the plain terms

of the Contract, the escrow agent was to “disburse the earnest money to the party making

demand.”

Because the evidence conclusively establishes that the Singhanias were entitled to their

earnest money pursuant to the terms of the Contract but that the Cantrells did not return the

money, the summary judgment evidence established the Cantrells’ breach and that, as a result,

the Singhanias suffered actual damages of $35,000.00. Even so, that finding does not end our

inquiry because we must now decide whether the invalidity of the Release was established as a

matter of law.

B. Because There Was no Meeting of the Minds, the Release Was Invalid

The Cantrells filed a traditional motion for summary judgment based on the Release. The

Singhanias argue that the Release was invalid due to mutual mistake that was conclusively

proved by the summary judgment evidence. Under the facts of this case, we agree with the

Singhanias.

“Under Texas law, a release is a contract and is subject to avoidance, on grounds such as

fraud or mistake, just like any other contract.” Williams v. Glash, 789 S.W.2d 261, 264 (Tex.

1990). “Pursuant to the doctrine of mutual mistake, when parties to an agreement have

contracted under a misconception or ignorance of a material fact, the agreement will be

13
avoided.” Id. Although the evidence shows that neither Bengard nor Cantrell were mistaken

about the Release, the summary judgment evidence shows that Aman and the Singhanias were.

“Unilateral mistake by one party, and knowledge of that mistake by the other party, is equivalent

to mutual mistake.” Davis v. Grammer, 750 S.W.2d 766, 768 (Tex. 1988). Since the summary

judgment evidence shows that Bengard and the Cantrells knew the Release would, contrary to

the provisions of the Contract, return the earnest money to the Cantrells instead of the

Singhanias, we treat this case as raising the issue of mutual mistake.

The Cantrells argue that the plain language of the Release controls and bars the

Singhanias litigation, but “[w]hen mutual mistake is alleged,” as is it was here in the Singhanias’

petition, “the task of the court is not to interpret the language contained in the release, but to

determine whether or not the release itself is valid.” Williams, 789 S.W.2d at 265; see Bolle, Inc.

v. Am. Greetings Corp., 109 S.W.3d 827, 833 (Tex. App.—Dallas 2003, pet. denied) (“Indeed,

neither the language of the parties’ release nor the legal effect of that language resolves the issue

of mutual mistake.”). “[W]e must determine whether the parties have made a mutual mistake by

looking solely to objective circumstances surrounding the execution of the release . . . .” Bolle,

Inc., 109 S.W.3d at 835. Moreover, “[t]he parol evidence rule does not bar extrinsic proof of

mutual mistake.” Williams, 789 S.W.2d at 264; see Myrad Props., 300 S.W.3d at 751.

Also, “[i]f the court determines a contract sets out a bargain that was never made, the

contract will be invalidated.” Bolle, Inc., 109 S.W.3d at 833 (citing Williams, 789 S.W.2d at

264–65). Because “a meeting of the minds is a required element of a valid contract,” “the

absence of a meeting of the minds w[ill] justify a trial court’s rejection of [a contract].” Milner

14
v. Milner, 360 S.W.3d 519, 524 (Tex. App.—Fort Worth 2010), aff’d but criticized, 361 S.W.3d

615 (Tex. 2012) (citing Schriver v. Texas Dep’t of Transp., 293 S.W.3d 846, 851 (Tex. App.—

Fort Worth 2009, no pet.); Mullins v. Mullins, 202 S.W.3d 869, 877 (Tex. App.—Dallas 2006,

pet. denied)); see also City of The Colony, 272 S.W.3d at 720 (“‘Meeting of the minds’ describes

the mutual understanding and assent to the agreement regarding the subject matter and the

essential terms of the contract.” (quoting Weynand v. Weynand, 990 S.W.2d 843, 846 (Tex.

App.—Dallas 1999, pet. denied))).

The Cantrells argue that a genuine issue of material fact exists because Aman represented

in his affidavit that he signed the Release on behalf of his parents, but an email shows that Aman

had his parents sign the Release. Regardless of who signed the Release, the Singhanias’

affidavits, text messages, and emails all show that the Singhanias demanded the return of their

earnest money and believed that the Release accomplished that. There is no evidence to the

contrary. Bengard, who knew that the Singhanias were entitled to their earnest money, prepared

a Release that failed to comply with the terms of the Contract on the Cantrells’ express

instructions and attached the Release to an email stating, “Please see the attached Release of

Earnest money from my clients.” (Emphasis added). As a result, the summary judgment

evidence showing the objective circumstances surrounding the execution of the Release

conclusively established that the Singhanias did not agree to let the Cantrells keep their earnest

money. For these reasons, the summary judgment evidence established mutual mistake as a

matter of law.

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We find that the Singhanias established their entitlement to summary judgment. As a

result, we overrule the Cantrells’ points of error.

IV. Conclusion

We affirm the trial court’s judgment.

Charles van Cleef
Justice

Date Submitted: August 11, 2025
Date Decided: September 18, 2025

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