Thomas Todd Large v. Phillipe Cras

In The

Court of Appeals

Ninth District of Texas at Beaumont

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NO. 09-24-00333-CV
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THOMAS TODD LARGE, Appellant

V.

PHILLIPE CRAS, Appellee

__________________________________________________________________

On Appeal from the 457th District Court
Montgomery County, Texas
Trial Cause No. 24-05-08324-CV
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MEMORANDUM OPINION

Thomas Todd Large appeals the trial court’s order granting Phillipe Cras’s

Motion to Dismiss pursuant to Rule 91a of the Texas Rules of Civil Procedure.

Because Large does not challenge the dismissal of any claims other than fraud, we

affirm the trial court’s dismissal of all but Large’s fraud claim. However, because

the fraud claim, as alleged, is not without a basis in law or fact, we reverse the trial

court’s order dismissing the fraud claim and remand this case to the trial court for

further proceedings, including allocation of attorney fees.

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Background

Large filed suit against Cras alleging causes of action for breach of contract,

detrimental reliance, quantum meruit, and common-law fraud. Because Large

challenges only the dismissal of his fraud claim, we limit our discussion of the

background accordingly.

Large contends in his petition that Cras approached Large in November 2019

regarding a job with a business Cras was starting that would import food products

from Belgium and distribute them in Texas. Large was apprehensive about working

for a start-up company. According to Large’s petition, he negotiated a severance

package where he would receive one month’s notice of termination, with full pay

and insurance coverage for his family for six months after termination; Cras agreed

to these terms. Large signed an employment agreement which set out his salary and

insurance benefits. Cras signed the agreement on behalf of what Large alleges was

a “shell” company. The agreement provided for one month’s notice of termination,

the agreed salary and insurance benefits, but the severance was made optional at the

choice of the “shell” company. In his petition, Large admits he did not read the

agreement carefully and did not consult with legal counsel before signing the

agreement.

Large claims that in July 2020, the COO of the “shell” company emailed to

inform him he was terminated. According to Large’s petition, the one-month notice

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provision was ignored; instead, terms and conditions that he did not agree to were

cited. Subsequently, Cras filed a petition for bankruptcy for the “shell” company.

Under the heading, “Common Law Fraud,” the petition alleges:

Cras made representations to Large on several occasions that he was
interested in building a business, which he never did. The business was
a start up under the a [sic] shell company with no assets or revenue.

Cras knew these promises to Large were false when Cras made them.
Large relied on the false representations of Cras and suffered the
damages set out herein. Large knew that working for this company was
risky but he trusted Cras. However, Large would never have worked
for Cras without the severance package agreed to by Cras. When Large
was terminated Cras refused to honor any part of the agreement. Large
was left unemployed during a world-wide pandemic without any
income or health insurance for his family.

In response, Cras answered the petition and moved to dismiss all of Large’s

causes of action under Texas Rule of Civil Procedure 91a. In the motion, Cras argues

Large’s common-law fraud claim should be dismissed because the misrepresentation

that Large alleges is that Cras was “interested in building a business.” According to

the motion, the fraud claim has no basis in fact, because no reasonable person would

believe that the statement was material, nor does Large allege it was material. Cras

also argues Large’s fraud claim has no basis in law because the petition pleads facts

indicating Cras was, in fact, interested in building a business because it asserts that

Cras created a limited liability company, hired Large, and hired a chief operating

officer.

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The trial court signed an order dismissing the suit under Rule 91a and

awarding Cras $2,480 in attorney fees. Large appealed. In his appellate brief, Large

argues that the trial court erred in dismissing his claim for common-law fraud.

Specifically, he argues that Cras is not shielded from individual liability simply

because he was acting as a corporate agent. 1 Large argues the claim is not without

basis in law or fact, because no single fact in Large’s petition is unbelievable, and

the facts, when taken as true, support a finding that Cras defrauded Large by

promising to pay severance and health insurance upon termination and failed to do

so.

Standard of Review and Discussion

Rule 91a allows a party to move to dismiss a cause of action that has no basis

in law or fact. See GoDaddy.com, LLC v. Toups, 429 S.W.3d 752, 754 (Tex. App.—

Beaumont 2014, pet. denied) (citing Tex. R. Civ. P. 91a.1). The rule provides in

relevant part:

[A] party may move to dismiss a cause of action on the grounds that it
has no basis in law or fact. A cause of action has no basis in law if the
allegations, taken as true, together with inferences reasonably drawn
from them, do not entitle the claimant to the relief sought. A cause of
action has no basis in fact if no reasonable person could believe the
facts pleaded.

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Although Cras argued in the trial court that he is not liable in his individual
capacity, on appeal, he does not respond to Large’s arguments that Cras may be held
individually liable for fraud. That said, “if there is evidence that the agent personally
made misrepresentations, then that agent can be held personally liable.” Miller v.
Keyser, 90 S.W.3d 712, 717 (Tex. 2002).
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Tex. R. Civ. P. 91a.1.

“We review the merits of a Rule 91a motion de novo because the availability

of a remedy under the facts alleged is a question of law and the rule’s factual-

plausibility standard is akin to a legal-sufficiency review.” City of Dall. v. Sanchez,

494 S.W.3d 722, 724 (Tex. 2016) (per curiam) (citing Wooley v. Schaffer, 447

S.W.3d 71, 75-76 (Tex. App.—Houston [14th Dist.] 2014, pet. denied));

GoDaddy.com, LLC, 429 S.W.3d at 754. “[I]n determining whether the trial court

erred in denying a defendant’s motion to dismiss, we take all the plaintiff’s

allegations as true and consider whether a plaintiff’s petition contains ‘enough facts

to state a claim to relief that is plausible on its face.’” See GoDaddy.com, LLC, 429

S.W.3d at 754 (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007)). The

trial court’s ruling must be based solely on the plaintiff’s pleadings of its claims.

Johnson v. Walker, No. 09-22-00255-CV, 2023 Tex. App. LEXIS 1172, at *6 (Tex.

App.—Beaumont Feb. 23, 2023, no pet.) (mem. op.). We have previously explained

that “dismissal is appropriate if the court determines beyond doubt that the plaintiff

can prove no set of facts to support a claim that would entitle him to relief.”

GoDaddy.com, LLC, 429 S.W.3d at 754. To determine whether a dismissal under

Rule 91a is required, we consider whether the pleadings, liberally construed, allege

sufficient facts to state a claim for common-law fraud against Cras. See Sanchez,

494 S.W.3d at 725.
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A cause of action alleged by a claimant has no basis in fact “if no reasonable

person could believe the facts pleaded.” Tex. R. Civ. P. 91a.1. “The ‘no basis in fact’

prong of rule 91a.1 relates to the believability of the facts alleged by a plaintiff in

pleading a cause of action and, thus, seldom rises to a point of contention in the case

law.” Davis v. Homeowners of Am. Ins. Co., 700 S.W.3d 837, 842 (Tex. App.—

Dallas 2023, no pet.) (emphasis in original). The “no basis in fact” prong is a “factual

plausibility standard.” Sanchez, 494 S.W.3d at 724. We do not consider whether the

allegations “are likely, or even if the conduct alleged is outlandish, but only if a

reasonable person could believe the alleged conduct.” Drake v. Walker, No. 05-14-

00355-CV, 2015 Tex. App. LEXIS 4732, at *9 (Tex. App.—Dallas May 8, 2015, no

pet.) (mem. op.).

A cause of action alleged by a claimant has no basis in law “if the allegations,

taken as true, together with inferences reasonably drawn from them, do not entitle

the claimant to the relief sought.” Tex. R. Civ. P. 91a.1. “At the outset, in assessing

whether the non-movant’s pleading has no basis in law, we apply a fair-notice

pleading standard to determine whether the allegations of the petition are sufficient

to allege a cause of action.” Davis, 700 S.W.3d at 843. “When applying the fair-

notice pleading standard to our review in a rule 91a context, ‘we must construe the

pleadings liberally in favor of the plaintiff, look to the pleader’s intent, and accept

as true the factual allegations in the pleadings to determine if the cause of action has

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a basis in law or fact.’” Id. at 844 (citations omitted). “‘[I]f nothing in the pleading

itself triggers a clear legal bar to the claim, then there is a basis in law and the motion

should be denied.’” Id. (citations omitted).

Typically, there are two circumstances in which a court may determine that a

cause of action has no basis in law under rule 91a: (1) where the plaintiff fails to

plead a legally cognizable cause of action, or (2) where the allegations in the

plaintiff’s own pleading establish a complete legal bar to the plaintiff’s claims by

affirmatively negating entitlement to the relief requested. See Reaves v. City of

Corpus Christi, 518 S.W.3d 594, 608 (Tex. App.—Corpus Christi 2017, no pet.);

see also In re Shire PLC, 633 S.W.3d 1, 18 (Tex. App.—Texarkana 2021, orig.

proceeding) (review of Texas Supreme Court cases reveals the defendant must

establish the plaintiff’s claims are “foreclose[d] as a matter of law” because either

“(1) the causes of action in the petition are not recognized by Texas law or (2) the

causes of action are recognized, but the plaintiff has alleged facts that defeat those

claims under settled law (i.e., the plaintiff has pleaded itself out of court)”).

Analysis

The elements of fraud are: (1) a material representation was made; (2) the

representation was false; (3) when the representation was made, the speaker knew it

was false or made it recklessly without any knowledge of the truth and as a positive

assertion; (4) the speaker made the representation with the intent that the other party

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should act upon it; (5) the party acted in reliance on the representation; and (6) the

party thereby suffered injury. Italian Cowboy Partners, Ltd. v. Prudential Ins. Co.

of Am., 341 S.W.3d 323, 337 (Tex. 2011).

First, accepting as we must that the allegations in his petition are true, we

conclude that Large has shown a basis in fact for his common-law fraud action. In

his petition, Large alleged that Cras “made representations to Large on several

occasions that he was interest[ed] in building a business, which he never did[.]”

Although not appearing under the “Common Law Fraud” heading, the petition also

alleges Cras agreed to Large’s request that he be provided one month’s notice of

termination, with full pay and six months’ insurance coverage for his family. The

petition reveals no basis to conclude no reasonable person could believe the facts

pleaded. See Davis, 700 S.W.3d at 847.

We next turn to the question of whether Large’s common-law fraud cause of

action lacks a basis in law. Cras argues the only representation Large alleges in the

petition is that Cras told Large he intended to build a business. We disagree. The

petition also asserts Cras agreed to provide Large a severance package and that Large

“would never have worked for Cras without the severance package agreed to by

Cras.” Cras also argues that since the petition alleges Large signed an employment

agreement which made the severance package optional, there is no basis in law for

Large’s common-law fraud claim. Cras’s brief asserts, “Appellant’s imprudent

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action of not reading the employment agreement before he signed it, taken as true,

eliminates Appellant’s claim of common-law fraud as a matter of law.” Cras cites

no authority for this argument, and we are aware of none. To the contrary, “Where

one has been induced to enter into a contract by fraudulent representations, the

person committing the fraud cannot defeat a claim for damages based upon a plea

that the party defrauded might have discovered the truth by the exercise of proper

care.” Isenhower v. Bell, 365 S.W.2d 354, 357 (Tex. 1963). After reviewing the

pleadings and drawing reasonable inferences from the factual allegations, we

conclude Large did not plead himself out of court with respect to his claim for fraud.

Accordingly, the trial court erred in granting Cras’s Rule 91a motion to dismiss

Large’s common-law fraud claim.

Attorney Fees

The trial court’s order awards Cras $2,480 in attorney fees. Rule 91a.7

provides that “the court may award the prevailing party on the motion all costs and

reasonable and necessary attorney fees incurred with respect to the challenged cause

of action in the trial court.” Tex. R. Civ. P. 91a.7 (emphasis added). Although Cras

prevailed on all causes of action in the trial court, we reverse and remand to the trial

court the common-law fraud claim. Because attorney fees were not allocated among

the various causes of action, upon remand, the trial court is directed to determine the

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attorney fees, if any, attributable to the claims that were dismissed and the fraud

claim which should not have been dismissed under Rule 91a.

Conclusion

We reverse that portion of the trial court’s order dismissing Large’s common-

law fraud claim. We affirm those portions of the trial court’s order dismissing

Large’s claims for breach of contract, detrimental reliance, and quantum meruit, and

we reverse the trial court’s dismissal of the fraud claim, and we remand the case for

further proceedings consistent with this opinion, including a determination of the

award of attorney fees.

AFFIRMED IN PART; REVERSED AND REMANDED IN PART.

KENT CHAMBERS
Justice

Submitted on May 28, 2026
Opinion Delivered June 4, 2026

Before Johnson, Wright and Chambers, JJ.

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