Supreme Court of Texas 

══════════ 

No. 20-0932 

══════════ 

Transcor Astra Group S.A., et al., 

Petitioners, 

v. 

Petrobras America Inc., et al., 

Respondents

═══════════════════════════════════════ 

On Petition for Review from the 

Court of Appeals for the Fourteenth District of Texas 

═══════════════════════════════════════ 

Argued January 12, 2022 

JUSTICE BOYD delivered the opinion of the Court. 

This dispute arises from a billion-dollar break-up between two 

large corporations engaged in the international petroleum business. The 

break-up resulted in numerous claims and lawsuits, which the parties 

ultimately resolved through a comprehensive settlement agreement. 

One party later filed both this suit and a separate arbitration 

proceeding, asserting that the other party’s extensive corrupt and 

criminal conduct, along with its failure to disclose that conduct prior to 

the settlement agreement, renders the settlement agreement and the 
2 

parties’ earlier agreement unenforceable. The trial court granted 

summary judgment for the defendant, holding that the settlement 

agreement—and, in particular, its release provisions and a disclaimer 

of reliance—bars the claims asserted both in this suit and in the 

arbitration proceeding. The court of appeals affirmed in part and 

reversed in part, and both parties petitioned for our review. Because we 

agree with the trial court that the parties fully and finally resolved the 

current claims through their comprehensive settlement agreement, we 

reverse and render judgment reinstating the trial court’s final 

judgment. 

I. 

Background 

Petrobras1 and Astra2 are international corporations engaged in 

the petroleum industry. In 2006, they entered into a Stock Purchase and 

Sale Agreement that resulted in a joint venture in which each company 

owned half the interests in a Texas oil refinery.3 The parties quickly 

became embroiled in numerous disputes, resulting in 2009 in an 

arbitration award4 that terminated their joint venture and required 

1

 We generally use “Petrobras” to refer to one or more related entities 

including Petróleo Brasileiro S.A. and Petrobras America Inc. 

2

 We generally use “Astra” to refer to one or more entities and 

individuals related to and aligned with Transcor Astra Group. 

3

 The parties formed a new corporation, Pasadena Refining System, 

Inc., to serve as the refinery’s owner. Each party owned fifty percent of PRSI’s 

shares. The parties also formed and became equal partners in PRSI Trading 

Company, LP, to supply feedstocks to the refinery. 

4

 The stock-purchase agreement contained an arbitration clause 

requiring the parties to arbitrate “any claim of fraud, misrepresentation or 
3 

Astra to sell its fifty-percent interest to Petrobras. Petrobras accepted 

the interest but then failed to pay Astra the $640 million purchase price. 

The parties’ relationship soon disintegrated into a dozen or more 

separate lawsuits and disputes. By 2011, Astra obtained judgments 

against Petrobras totaling more than $750 million and had other 

pending claims demanding $400 million more. 

The parties engaged in extended negotiations and reached a 

comprehensive settlement agreement in 2012. As part of the 2012 

settlement agreement, Petrobras agreed to pay Astra over $820 million 

to satisfy all the judgments and pending claims and each party agreed 

to release any and all claims against the other. 

Petrobras alleges it later discovered that Astra engaged in 

substantial corruption to convince Petrobras to accept the 2006 stockpurchase agreement and the 2012 settlement agreement on terms that 

were highly favorable to Astra. Specifically, Petrobras alleges that 

Astra’s representatives paid $15 million to bribe certain Petrobras 

officials to agree to the 2006 stock-purchase agreement and then offered 

other bribes totaling $80–$100 million to “solve the problem” during the 

settlement negotiations. Unlike the bribes paid in connection with the 

2006 stock-purchase agreement, Petrobras does not allege that anyone 

accepted the bribes offered in connection with the 2012 settlement 

agreement. 

fraudulent inducement” and “any question of validity or effect of [the] 

Agreement including [the arbitration] clause.” 
4 

In 2016, Petrobras initiated two legal proceedings against Astra. 

First, Petrobras5 filed this suit against Astra6 and several of its 

employees,7 asserting that the defendants committed fraud (including 

common-law fraud and statutory fraud) and negligent 

misrepresentation and breached fiduciary duties by offering bribes and 

then failing to disclose the offers during the settlement negotiations. 

Petrobras included derivative claims for declaratory judgment, 

conspiracy, aiding and abetting, unjust enrichment, and exemplary 

damages and attorney’s fees, and sought to invalidate the 2012 

settlement agreement and render it unenforceable. Second, because the 

2006 stock-purchase agreement included a clause requiring binding 

arbitration, Petrobras initiated an arbitration proceeding to invalidate 

the 2006 stock-purchase agreement based on the bribes allegedly paid 

in connection with that agreement. 

Astra filed counterclaims in the lawsuit, seeking a judgment 

declaring that both agreements are valid and enforceable and that the 

settlement agreement bars the claims Petrobras asserted in the lawsuit 

and the arbitration proceeding. Astra asserted that Petrobras released 

5

 The plaintiffs were Petrobras America Inc., Petróleo Brasiliero S.A.-

Petrobras, Pasadena Refining System, Inc., PRSI Trading LLC, and PRSI Real 

Property Holdings, LLC. 

6

 The corporate defendants were Astra Oil Trading NV, Transcor Astra 

Group S.A., Astra Oil Company, LLC, Astra Energy Holdings, Inc., Astra GP, 

Inc., Astra Tradeco LP, LLC, Pasadena Refinery Holding Partnership, and 

AOT Bis B.V. 

7

 The individual defendants were Alberto Feilhaber, Clifford L. Winget, 

III, Kari Burke, John T. Hammer, Carlos E. Ortiz, Thomas J. Nimbley, 

Ireneusz Kotula, Charles L. Dunlap, Eric Bluth, Stephen Wade, Rolf Mueller, 

and Daniel Burla. 
5 

its breach-of-fiduciary-duty claims, as well as the claims it asserted in 

the arbitration proceeding, as part of the settlement agreement. And 

Astra asserted that Petrobras could not rely on Astra’s alleged fraud to 

undo the 2012 settlement agreement because Petrobras expressly 

disclaimed any reliance on any of Astra’s representations leading up to 

that agreement. 

Astra filed a series of summary-judgment motions based on the 

release and the disclaimer of reliance.8 The trial court granted those 

motions and, in June 2018, signed a final judgment ordering that 

Petrobras take nothing on its claims. The judgment declared that the 

2012 settlement agreement and the release contained within it are valid, 

binding, and enforceable and that they bar Petrobras’s claims, including 

the claims asserted in the arbitration proceeding. The judgment also 

awarded Astra about $1.3 million in attorney’s fees and costs. 

Petrobras appealed the final judgment,9 and the court of appeals 

reversed. 633 S.W.3d 606 (Tex. App.—Houston [14th Dist.] 2020). The 

court held that Petrobras released its fiduciary-duty claims to the extent 

they relate to the 2006 stock-purchase agreement but not to the extent 

8

 The Astra defendants first moved for summary judgment in response 

to Petrobras’s original petition. They later supplemented their motions in 

response to Petrobras’s first-amended, second-amended, and third-amended 

petitions. The trial court ultimately granted summary judgment on all claims 

in favor of all the Astra defendants. 

9

 Petrobras also appealed two post-judgment orders, one granting 

Astra’s motion for an anti-suit injunction to prohibit further proceedings in the 

arbitration and one denying Petrobras’s motion to dismiss that motion under 

the Texas Citizens Participation Act. The court of appeals consolidated the 

three appeals for argument, but these other two appeals are not at issue in this 

Court. 
6 

they relate to the negotiation and signing of the 2012 settlement 

agreement. Id. at 621. The court also held that the settlement 

agreement’s reliance disclaimer bars Petrobras’s fraud claims against 

the Astra entities but not the fraud claims against the individual 

defendants in their individual capacities. Id. at 629–30. It held that the 

release bars Petrobras’s remaining claims (for conspiracy, aiding and 

abetting, unjust enrichment, and exemplary damages) to the extent they 

are derivative of the fraud claims. Id. at 628. Finally, the court reversed 

the award of attorney’s fees and costs. Id. at 633–34. It remanded the 

case to the trial court with instructions to render partial summary 

judgment in favor of the Astra entities and the individual defendants 

“as limited to their corporate capacities” and to conduct further 

proceedings on the remaining claims. Both Astra and Petrobras 

petitioned this Court for review. 

II. 

Release of the Fiduciary-Duty Claims 

We begin by considering Petrobras’s claims attacking the 2012 

settlement agreement on the ground that the Astra defendants breached 

their fiduciary duties by paying bribes to obtain the 2006 stock-purchase 

agreement, offering bribes when negotiating the 2012 settlement 

agreement, and failing to disclose those actions to Petrobras. Petrobras 

alleges the individual Astra defendants owed fiduciary duties to 

Petrobras during the parties’ settlement negotiations because they 

served as officers and directors of the joint-venture entities the parties 

created when they began their joint venture in 2006. And, according to 

Petrobras, the remaining Astra defendants knew about the bribery 
7 

offers and conspired with and aided and abetted the individual 

defendants to breach their fiduciary duties. 

Astra obtained summary judgment dismissing these claims on 

the ground that Petrobras released them when it entered into the 2012 

settlement agreement. The 2012 settlement agreement includes broad 

releases in which each party released and discharged the other parties 

from “any and all claims, demands, and causes of action of whatever 

kind or character, which the . . . Parties have, or may have in the future, 

based on any acts or omissions, whether known or unknown, that have 

occurred on or before” the agreement’s effective date. The agreement 

expressly states that the release should be “construed as the broadest 

type of general release” and includes, “without limitation,” all claims 

connected with the parties’ then-pending disputes, all claims related to 

the 2006 stock-purchase agreement, all claims “growing out of, or 

connected in any way with, the Astra Parties’ dealings with the 

Petrobras Parties,” and all claims based on activities alleged to violate 

foreign or domestic laws or administrative rules. 

Petrobras does not dispute that this language is broad enough to 

release the breach-of-fiduciary-duty claims it asserts against Astra in 

this case. But the 2012 settlement agreement also provides that, 

“[n]otwithstanding anything to the contrary,” the released claims “shall 

not include any and all claims . . . arising out of, related to, or connected 

in any way with the alleged breach, enforcement, or interpretation” of 

the settlement agreement. Petrobras argues, and the court of appeals 

agreed, that—to the extent the fiduciary-duty claims sought to 

invalidate the 2012 settlement agreement (as opposed to the 2006 stock-
8 

purchase agreement)—the claims fell within this “notwithstanding” 

provision because they involved “acts or omissions of the Astra 

defendants in connection with the negotiation and signing of the 2012 

Settlement and sought to limit and undo payments made pursuant to 

that agreement.” 633 S.W.3d at 621. 

We do not agree that Petrobras’s fiduciary-duty claims fall within 

the “notwithstanding” provision. The provision states that the released 

claims do not include claims “arising out of, related to, or connected in 

any way with” the “breach,” “enforcement,” or “interpretation” of the 

2012 settlement agreement. Although the “in any way” language is 

broad, the language following it (“the alleged breach, enforcement, or 

interpretation”) limits the “notwithstanding” provision more narrowly 

than if it referred to claims that generally “arise from, relate to, or are 

connected in any way with the 2012 settlement agreement.” Some of the 

agreement’s other provisions, for example, specify a forum for the 

resolution of disputes “arising out of or related to” the agreement, waive 

Petrobras’s sovereign immunity for “any action related to” the 

agreement, waive a jury trial for any litigation “connected in any way 

with” the agreement, and allocate costs “incurred in connection with the 

negotiation and drafting of” the settlement agreement. By contrast, the 

“notwithstanding” provision does not cover all claims that “relate to” or 

“arise out of” the agreement or those made “in connection with the 

negotiation and drafting” of the agreement. Instead, it more narrowly 

covers only those claims that arise out of, relate to, or are connected with 

the agreement’s “breach, enforcement, or interpretation.” We must 

presume the parties intended that these words bear a particular 
9 

“significance and meaning.” Gates v. Asher, 280 S.W.2d 247, 249 (Tex. 

1955). 

Petrobras contends that its fiduciary-duty claims relate to the 

“enforcement” of the settlement agreement because they seek to declare 

the agreement unenforceable, and they relate to the “interpretation” of 

the agreement because they require interpretation of the release and 

reliance-disclaimer provisions. We are not convinced. “Enforcement” 

means the act of “compelling compliance with a[n] . . . agreement.” 

Enforcement, BLACK’S LAW DICTIONARY (11th ed. 2019). Petrobras’s 

fiduciary-duty claims do not seek to compel compliance with the 2012 

settlement agreement. Instead, Petrobras seeks to avoid compliance by 

invalidating the agreement based on Astra’s conduct during the 

“negotiation and signing” of the agreement. In fact, Petrobras completed 

compliance years ago when it paid the settlement amount and now seeks 

to undo its compliance and recover some of those funds. Petrobras did 

not sue to enforce the agreement by complaining of its breach or by 

seeking clarification of its meaning but instead sued to invalidate the 

agreement by declaring it unenforceable. Within this context, at least, 

we think an important distinction exists between claims that relate to 

an agreement’s “enforcement” and those that relate to its 

“enforceability.” 

Perhaps if we considered only the “notwithstanding” provision’s 

language, Petrobras’s argument could present a close call. If, for 

example, one party refused to comply with the settlement agreement 

and the other party filed suit to enforce it, that suit would likely relate 

to the agreement’s “breach” or “enforcement.” And although we need not 
10 

decide the issue here, it might be that the “notwithstanding” provision 

would permit the refusing party to assert counterclaims or defenses 

against enforcement based on the suing party’s fraud or fiduciary 

breaches. But even if that were true, the difference between that 

example and this case is that the “peace” the parties purchased through 

the settlement agreement would initially be broken by a claim that 

seeks to “enforce” or uphold the settlement agreement, not undo it. 

But even if the “notwithstanding” provision’s language leaves 

room for debate, its context confirms our conclusion that it does not 

encompass Petrobras’s claims to invalidate the agreement. As 

explained, the provision excepts certain claims from what is otherwise 

“the broadest type of general release,” through which both parties 

released “any and all claims . . . of whatever kind or character,” to the 

extent those claims are “based on any acts or omissions, whether known 

or unknown, that have occurred on or before” the agreement’s effective 

date. Petrobras’s claims that Astra breached its fiduciary duties by 

offering and failing to disclose bribes during the period leading up to the 

agreement’s effective date fall squarely within this description. To 

construe the “notwithstanding” provision as allowing claims based on 

then-“unknown” conduct that occurred before the agreement’s effective 

date would effectively nullify the broad release. 

Instead, we read the “notwithstanding” provision as clarifying 

and confirming that although the parties agreed to “the broadest type of 

general release,” it was not so broad as to preclude claims seeking to 

maintain the peace the parties purchased on the terms stated in the 

settlement agreement. In this sense, although both parties refer to the 
11 

provision as a “carve-out provision,” we think that label is a misnomer. 

The provision does not “carve out” or “except” from the general release 

claims that would otherwise be included within the release. Instead, it 

states that the released claims “shall not include” claims related to the 

agreement’s breach, enforcement, or interpretation. Reading the release 

and the notwithstanding provisions together, the parties agreed to 

release certain claims and further agreed that those claims do not 

include other claims. They did not agree to release certain claims except 

for some portion of those claims. 

Petrobras’s fiduciary-duty claims—based on allegations that, 

unbeknownst to Petrobras, Astra paid bribes to Petrobras 

representatives in connection with the 2006 stock-purchase agreement, 

offered bribes in connection with the 2012 settlement agreement, and 

then failed to disclose that misconduct during the parties’ negotiations—

fall squarely within the scope of the general release. These claims seek 

to nullify the settlement agreement based on conduct that occurred 

before its effective date; they do not relate to any effort to interpret or 

enforce the agreement or recover for its breach. As a result, they do not 

fall within the scope of claims the release “shall not include.” We 

conclude that the court of appeals erred by reversing 

summary judgment for Astra on the fiduciary-duty claims related to the 

2012 settlement agreement. And to the extent that Petrobras’s claims 

for conspiracy, aiding and abetting, unjust enrichment, declaratory 

judgment, and exemplary damages are derivative of and dependent 

upon the fiduciary-duty claims, Astra is entitled to summary judgment 

on those claims as well. 
12 

III. 

Fraud and the Disclaimer of Reliance 

We next consider Petrobras’s claims that Astra committed fraud 

and made negligent misrepresentations by offering and failing to 

disclose bribes during the parties’ negotiations leading up to the 2012 

settlement agreement. According to Petrobras, this fraudulent conduct 

induced Petrobras to enter into the settlement agreement and thus 

rendered the agreement unenforceable. Astra obtained 

summary judgment dismissing these claims on the ground that 

Petrobras expressly disclaimed any reliance on any “statement or 

representation” made by Astra or its agents, and instead, Petrobras 

confirmed that it relied solely on its “own judgment” and the advice of 

its own counsel.10 The court of appeals (1) agreed that the disclaimer of 

10 Petrobras made these representations within the following provision 

of the 2012 settlement agreement: 

EACH PARTY EXPRESSLY WARRANTS THAT IT HAS 

CAREFULLY READ THIS SETTLEMENT AGREEMENT 

AND ANY EXHIBITS ATTACHED TO IT, UNDERSTANDS 

THEIR CONTENTS, AND SIGNS THIS SETTLEMENT 

AGREEMENT AS ITS OWN FREE ACT. EACH PARTY 

EXPRESSLY WARRANTS THAT NO PROMISE OR 

AGREEMENT WHICH IS NOT HEREIN EXPRESSED 

HAS BEEN MADE TO IT IN EXECUTING THIS 

SETTLEMENT AGREEMENT, AND THAT IT IS NOT 

RELYING UPON ANY STATEMENT OR 

REPRESENTATION OF ANY AGENT OF THE OPPOSING 

PARTIES BEING RELEASED IN THIS SETTLEMENT 

AGREEMENT. EACH PARTY IS RELYING ON ITS OWN 

JUDGMENT, AND EACH PARTY HAS BEEN 

REPRESENTED BY LEGAL COUNSEL IN THIS 

MATTER. EACH PARTY EXPRESSLY WARRANTS THAT 

ITS RESPECTIVE LEGAL COUNSEL HAS READ AND 
13 

reliance is enforceable and (2) agreed that the disclaimer bars 

Petrobras’s fraud claims against the Astra entities, but (3) concluded 

that the disclaimer does not bar the fraud claims against the individual 

Astra defendants. 633 S.W.3d at 627–28, 630. In this Court, Petrobras 

challenges the first two holdings, and the Astra individuals challenge 

the third. We agree with Astra on all three. 

A. Enforceability of the Reliance Disclaimer 

Texas law encourages parties to resolve their disputes by 

agreement, but settlement agreements—like all other contracts—are 

unenforceable if they are procured by fraud. Italian Cowboy Partners, 

Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 331 (Tex. 2011); 

Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171, 178 (Tex. 1997). 

To establish such fraudulent inducement, a party seeking to invalidate 

an agreement must prove that it reasonably relied on the other party’s 

misrepresentations to its detriment. Int’l Bus. Machs. Corp. v. Lufkin 

Indus., LLC, 573 S.W.3d 224, 228 (Tex. 2019); Italian Cowboy, 341 

S.W.3d at 337 (quoting Aquaplex, Inc. v. Rancho La Valencia, Inc., 297 

S.W.3d 768, 774 (Tex. 2009) (per curiam)). Because “[a]fter-the-fact 

protests of misrepresentation are easily lodged,” Forest Oil Corp. v. 

McAllen, 268 S.W.3d 51, 60 (Tex. 2008), parties who mutually desire to 

resolve all disputes and buy complete and final peace often include 

provisions in their settlement agreements expressly disclaiming any 

reliance on each other’s representations. 

EXPLAINED THE ENTIRE CONTENTS OF THIS 

SETTLEMENT AGREEMENT IN FULL, AS WELL AS THE 

LEGAL CONSEQUENCES OF IT.
14 

The law must balance society’s interest in protecting parties 

against fraudulently induced promises with its interest in enabling 

parties to “fully and finally resolve disputes between them.” 

Schlumberger, 959 S.W.2d at 179. To achieve this balance, we have held 

that contractual disclaimers of reliance may be enforceable and may 

negate a subsequent fraudulent-inducement claim if the disclaimer is 

clear, specific, and unequivocal. See Lufkin, 573 S.W.3d at 229; Italian 

Cowboy, 341 S.W.3d at 336; Forest Oil, 268 S.W.3d at 60; Schlumberger, 

959 S.W.2d at 179. Whether a reliance disclaimer is effective in any 

given case “depends on the contract’s language and the totality of the 

surrounding circumstances.” Lufkin, 573 S.W.3d at 226; Forest Oil, 268 

S.W.3d at 60; Schlumberger, 959 S.W.2d at 179. Specifically, courts 

must consider such factors as whether 

(1) the terms of the contract were negotiated, rather 

than boilerplate, and during negotiations the parties 

specifically discussed the issue which has become 

the topic of the subsequent dispute; 

(2) the complaining party was represented by counsel; 

(3) the parties dealt with each other at arm’s length; 

(4) the parties were knowledgeable in business matters; 

and 

(5) the release language was clear. 

Forest Oil, 268 S.W.3d at 60. In considering these factors, our ultimate 

purpose is to determine whether the contract clearly confirms that “the 

parties intended once and for all to resolve specific disputes.” Italian 

Cowboy, 341 S.W.3d at 335; see also Forest Oil, 268 S.W.3d at 58; 

Schlumberger, 959 S.W.2d at 181. 

The parties here agree that the second, fourth, and fifth factors 

weigh in favor of enforcing the reliance disclaimer in this case. Petrobras 
15 

is a sophisticated international corporation with extensive experience in 

the petroleum industry and was ably represented by top-notch attorneys 

during the negotiation and signing of the 2012 settlement agreement. 

And as we have explained, the language through which Petrobras 

broadly released all claims against Astra was clear and effective. But 

Petrobras argues that the first and third factors, as well as the overall 

equities of the circumstances, weigh against enforcing the reliance 

disclaimer in this case. 

1. The first factor

The first factor concerns whether “the terms of the contract were 

negotiated, rather than boilerplate, and during negotiations, the parties 

specifically discussed the issue which has become the topic of the 

subsequent dispute.” Forest Oil, 268 S.W.3d at 60. Petrobras 

acknowledges that the parties carefully negotiated the settlement 

agreement’s terms, including the terms of the release, but contends that 

Astra did not disclose—and thus the parties did not discuss—the bribery 

scheme that gave rise to the current dispute. 

According to Petrobras, this first factor at least requires that the 

parties’ settlement negotiations included discussions about the 

negotiations leading to the 2006 stock-purchase agreement and the 

parties’ subsequent disputes. See, e.g., Baker v. City of Robinson, 305 

S.W.3d 783, 796 (Tex. App.—Waco 2009, pet. denied); Residencial Santa 

Rita, Inc. v. Colonia Santa Rita, Inc., No. 04-06-00778-CV, 2007 WL 

2608564, at *3 (Tex. App.—San Antonio Sept. 12, 2007, no pet.) (mem. 

op.). By requiring that the parties specifically discussed these topics, 

Petrobras contends, the first factor ensures that Petrobras truly 
16 

intended to disclaim any reliance on representations Astra made about 

these topics during the parties’ discussions. Otherwise, Petrobras 

asserts, the circumstances cannot support the conclusion that Petrobras 

truly intended to disclaim reliance and would instead allow Astra to 

exploit Petrobras’s ignorance of the actual facts and benefit from its 

wrongdoing. 

Astra, by contrast, contends that the first factor requires only that 

the parties specifically discuss the scope and effect of the release, which 

is ultimately the subject of the parties’ current dispute. See, e.g.,

Leibovitz v. Sequoia Real Estate Holdings, L.P., 465 S.W.3d 331, 344 

(Tex. App.—Dallas 2015, no pet.); McLernon v. Dynegy, Inc., 347 S.W.3d 

315, 331 (Tex. App.—Houston [14th Dist.] 2011, no pet.). This factor is 

met, Astra contends, because the parties specifically discussed the fact 

that the settlement agreement’s mutual releases purchased full and 

final peace, barring each party from ever asserting claims based on presettlement conduct, regardless of whether the party knew about that 

conduct when it signed the agreement. According to Astra, Petrobras’s 

approach would require that the parties disclose and discuss “the very 

facts allegedly misrepresented or concealed,” in which case the reliance 

disclaimer would serve no purpose. 

As Petrobras insists, we found it significant in Schlumberger that 

the plaintiff had expressly and clearly disclaimed reliance on the 

defendant’s representations about the feasibility and value of a 

diamond-mining project because that topic, “after all, was the very 

dispute that the release was supposed to resolve.” 959 S.W.2d at 180. 

But in Forest Oil, we held that a reliance disclaimer was enforceable 
17 

even though the settlement resolved disputes over royalty-payment 

issues and not over environmental issues for which the plaintiff later 

sued. 268 S.W.3d at 58. So “while the misrepresentation 

in Schlumberger ‘pertained to the very matter negotiated, settled, and 

released,’” the misrepresentation in Forest Oil “did not concern known 

disputed matters (which were settled and released) but potential future 

disputes (which were set aside and reserved).” Id. at 57. Although we 

ultimately noted that the parties in Forest Oil did discuss environmental 

issues during their settlement negotiations, we explained that 

Schlumberger’s observation that the misrepresentations there led to 

“the very dispute that the release was supposed to resolve” is “more 

accurately interpreted as emphatic language, not limiting language.” Id.

at 58. The important point from Schlumberger’s first factor, we 

explained, is that when “parties expressly discuss material issues 

during contract negotiations but nevertheless elect to include waiver-ofreliance and release-of-claims provisions, the Court will generally 

uphold the contract.” Id. Ultimately, the question is whether the 

circumstances and nature of the parties’ settlement discussions 

demonstrate that the parties considered the consequences of the 

reliance disclaimer in light of the material issues of the dispute, which 

supports the conclusion that an “all-embracing disclaimer of any and all 

representations” actually “shows the parties’ clear intent.” Id. 

Here, the evidence does not suggest that the parties actually 

considered or discussed allegations that Astra representatives bribed 

Petrobras officials to approve the 2006 stock-purchase agreement or 

offered to bribe them to approve the 2012 settlement agreement. But the 
18 

evidence—including the terms of the settlement agreement itself—does 

establish that the parties entered into the settlement agreement only 

after an extended series of complex and hotly contested negotiations 

that included discussions about the need to resolve all prior, pending, 

and possible claims between the parties, including those that were 

“unknown” at the time. The circumstances leave no doubt that both 

parties intended to fully and finally resolve all their disputes “once and 

for all” and, to accomplish that objective, they knowingly agreed to 

disclaim any reliance on the other parties’ representations. Although 

they may not have “specifically discussed the issue which has become 

the topic of the subsequent dispute,” they expressly discussed the 

“material issues” and “nevertheless elect[ed] to include waiver-ofreliance and release-of-claims provisions” in their settlement 

agreement. Id. Even if the first factor does not carry the weight here 

that it carried in Schlumberger, we conclude it nevertheless tilts in favor 

of enforcing the reliance disclaimer. 

2. The third factor 

The third Forest Oil factor considers whether the parties dealt 

with each other in an arm’s-length transaction. Id. at 60. “Generally, an 

arm’s-length transaction is one between two unrelated parties with 

generally equal bargaining power, each acting in its own interest.” Hous. 

Unlimited, Inc. Metal Processing v. Mel Acres Ranch, 443 S.W.3d 820, 

832 (Tex. 2014). As a general rule, a transaction between fiduciaries is 

not an arm’s-length transaction but instead requires higher fiduciary 

standards that require full disclosure of all material facts. 

Schlumberger, 959 S.W.2d at 175. 
19 

Petrobras contends this factor weighs against enforcement of the 

reliance disclaimer because the Astra individuals owed fiduciary duties 

to Petrobras during the negotiations leading to the 2012 settlement 

agreement. Specifically, Petrobras asserts that the individuals served as 

directors and officers of the jointly owned entities that Astra and 

Petrobras created to own, operate, and supply the oil refinery, and thus 

owed fiduciary duties to those entities and their shareholders, including 

Petrobras. And, according to Petrobras, the individuals continued to owe 

fiduciary duties to Petrobras even after they ceased serving as officers 

and directors—even during the subsequent years of disputes and 

litigation between Petrobras and Astra up until (and even after) the 

2012 settlement agreement.11

We have doubts about Petrobras’s contention that the directors 

and officers of the jointly owned entities assumed eternal fiduciary 

duties to Petrobras. In the first place, the directors and officers of the 

jointly owned entities owed fiduciary duties to those specific entities, not 

to each of the entities’ individual shareholders. See Ritchie v. Rupe, 443 

S.W.3d 856, 869 (Tex. 2014) (“[A] director is duty-bound to exercise 

11 See Thywissen v. Cron, 781 S.W.2d 682, 686 (Tex. App.—Houston [1st 

Dist.] 1989, writ denied) (“Once a fiduciary relationship has been established, 

it is presumed to continue until it is repudiated.”); see also Pacelli Bros. Transp. 

v. Pacelli, 456 A.2d 325, 329 (Conn. 1983) (“[A] settlement agreement and 

general release cannot shield an officer or director who has failed in his 

fiduciary duty to disclose information relevant to a transaction with those 

whose confidence he has abused . . . .”); BelCom, Inc. v. Robb, No. CIV. A. 14663, 

1998 WL 229527, at *3 (Del. Ch. Apr. 28, 1998) (“A former director, of course, 

breaches his fiduciary duty if he engages in transactions that had their 

inception before the termination of the fiduciary relationship or were founded 

on information acquired during the fiduciary relationship.”), aff’d, 725 A.2d 

443 (Del. 1999). 
20 

business judgment for the sole benefit of the corporation, and not for the 

benefit of individual shareholders . . . .”). Petrobras has not cited any 

authority to support the idea that the individuals owed fiduciary duties 

to Petrobras, separate and apart from the duties they owed to the 

entities they served. And second, we find it difficult to accept the 

proposition that the individuals must forever bear a fiduciary duty to 

Petrobras long after leaving their positions and even during extensive 

and protracted litigation between the two entities. Under Petrobras’s 

theory, the Astra individuals would even now—in the midst of this 

present litigation—owe ongoing fiduciary duties to act in Petrobras’s 

best interest. 

But more importantly, even if the Astra individuals owed 

lingering fiduciary duties to Petrobras during the parties’ settlement 

negotiations, we do not see how their failure to disclose the alleged bribe 

offers to Petrobras could affect the enforceability of the reliance 

disclaimer when Petrobras does not allege that anyone accepted the 

bribes or that the offers in any way affected Petrobras’s decision to enter 

into the 2012 settlement agreement.12

Finally, as we explained in Forest Oil and reaffirmed in Lufkin, 

the existence of an arm’s-length transaction is only one of the factors we 

must consider when deciding whether a reliance disclaimer is 

enforceable. See Lufkin, 573 S.W.3d at 229; Forest Oil, 268 S.W.3d at 60. 

12 We do not pass judgment on the continuing validity of the reliance 

disclaimer had Astra successfully bribed Petrobras into accepting the 

settlement agreement because Petrobras has not alleged such facts. See 

Schlumberger, 959 S.W.2d at 181 (“We emphasize that a disclaimer of reliance 

. . . will not always bar a fraudulent inducement claim.”).
21 

Even if the Astra individuals owed fiduciary duties to disclose material 

information to Petrobras during the negotiations leading up to the 2012 

settlement agreement, we cannot conclude that Petrobras could not 

have knowingly and intentionally disclaimed reliance on the 

individuals’ representations under these circumstances. The individuals 

ceased serving as directors and officers in 2009 when, as a result of an 

arbitration award resolving numerous longstanding disputes, Astra 

transferred all of its interests in the jointly owned entities to Petrobras, 

and the joint venture ended. From that point until the parties entered 

into the 2012 settlement agreement, the parties continued vigorously 

litigating numerous disputes, and Astra obtained judgments against 

Petrobras totaling more than $750 million. As the adverse parties 

negotiated and ultimately signed the settlement agreement, Astra 

asserted additional pending claims seeking over $400 million more. 

Under these circumstances, any lingering fiduciary duties the Astra 

individuals may have owed do not support the conclusion that—contrary 

to its clear and express agreement otherwise—Petrobras relied on 

Astra’s statements and representations rather than on its “own 

judgment” and the advice of its own counsel. Even if this third factor 

weighs against enforcing the reliance disclaimer, it does not weigh so 

heavily as to overcome the other factors. 

3. The totality of the circumstances 

When considering and balancing the Forest Oil factors to 

determine the enforceability of a reliance disclaimer, “[c]ourts must 

always examine . . . the totality of the surrounding circumstances.” 

Forest Oil, 268 S.W.3d at 60. Petrobras argues that under these 
22 

circumstances, in which Astra paid millions of dollars in bribes to induce 

the 2006 stock-purchase agreement and then offered many millions 

more to obtain the 2012 settlement agreement, the law should not 

permit Astra to hide behind a reliance disclaimer to benefit from its 

wrongful and criminal conduct. Although we share Petrobras’s concern 

over the equities at play, the “totality of the circumstances” that courts 

must consider in this context are those circumstances relating not to the 

fairness or unfairness of the parties’ settlement agreement, but to the 

likelihood that, when they entered into the agreement, the parties truly 

intended to disclaim any reliance on each other’s representations and 

“intended once and for all to resolve” their disputes. Italian Cowboy, 341 

S.W.3d at 335; see also Forest Oil, 268 S.W.3d at 58; Schlumberger, 959 

S.W.2d at 180. 

As we explained in Forest Oil, “parties who contractually promise 

not to rely on extra-contractual statements—more than that, promise 

that they have in fact not relied upon such statements—should be held to 

their word.” 268 S.W.3d at 60. Considering the Forest Oil factors within 

the context of the totality of the circumstances here, we can only 

conclude that Petrobras expressly and intentionally represented and 

agreed that it was not relying on any of Astra’s statements or 

representations when it decided to execute the 2012 settlement 

agreement. We thus conclude that Petrobras’s reliance disclaimer is 

enforceable. 

B. Applicability of the Reliance Disclaimer 

Petrobras next contends that, even if its reliance disclaimer is 

enforceable, it does not apply to and preclude the fraud claims Petrobras 
23 

asserts in this case. Specifically, Petrobras notes that it disclaimed 

reliance only on any “statement or representation” made by Astra prior 

to execution of the settlement agreement, and it asserts that its fraud 

claims complain not of any statements or representations but of Astra’s 

failure to disclose the bribery payments and offers. According to 

Petrobras, it disclaimed reliance on affirmative misrepresentations but 

not on any failure to make statements or representations that should 

have been made. 

Petrobras’s pleaded allegations, however, are not limited to nondisclosures. Instead, Petrobras expressly alleged in its petition that 

Astra “made untrue representations of fact and/or omitted to state facts 

necessary to correct or make the statements and/or omissions that were 

made.” And in any event, the settlement agreement expressly releases 

claims “based on any acts or omissions, whether known or unknown,” so 

Petrobras could not rely on any omissions. Moreover, the reliance 

disclaimer warrants that “each party is relying on its own judgment,” 

not on the disclosure of the other party. Because the settlement 

agreement forecloses Petrobras’s argument, we hold that the reliance 

disclaimer applies to claims of both misrepresentations and omissions. 

C. Applicability to the Individual Defendants 

Finally, with regard to the reliance disclaimer, Astra argues that 

the court of appeals erred by holding that the individual defendants are 

not entitled to summary judgment on Petrobras’s fraud claims. The 

court of appeals noted that Petrobras sued the individual defendants “in 

their individual capacities,” but concluded that the individuals’ 

summary-judgment motion did not “expressly present any ground or 
24 

explain why as a matter of law” they are entitled to “the benefit of the 

reliance disclaimer” in their “individual capacities.” 633 S.W.3d at 630. 

In other words, the court reversed summary judgment in the individual 

defendants’ favor, not on the merits, but because the defendants’ motion 

did not adequately specify that the reliance disclaimer protected them 

in their “individual,” as opposed to their “corporate,” capacities. Id. at 

629. 

We disagree. A summary-judgment motion “must stand or fall on 

the grounds expressly presented in the motion.” McConnell v. Southside 

Indep. Sch. Dist., 858 S.W.2d 337, 341 (Tex. 1993), but the “[g]rounds 

may be stated concisely, without detail and argument,” id. at 340 

(quoting Roberts v. Sw. Tex. Methodist Hosp., 811 S.W.2d 141 (Tex. 

App.—San Antonio 1991, writ denied)). We conclude that the Astra 

individuals’ motion sufficiently sought summary judgment against 

liability in their “individual” capacity because that is the only capacity 

in which Petrobras sought to impose liability on the individuals and the 

only capacity in which they could have been liable. 

Individuals can “act” in a “corporate capacity” in the sense that 

they are acting as an agent, employee, or representative of a corporation. 

See Bennett v. Reynolds, 315 S.W.3d 867, 884 (Tex. 2010). If they commit 

a tort while acting in their corporate capacity, their employer may be 

held vicariously liable for their actions under the doctrine of respondeat 

superior. Los Compadres Pescadores, L.L.C. v. Valdez, 622 S.W.3d 771, 

779 (Tex. 2021); Painter v. Amerimex Drilling I, Ltd., 561 S.W.3d 125, 

130 (Tex. 2018). But the fact that an individual was acting in a corporate 

capacity does not prevent the individual from being held personally—or 
25 

“individually”—liable for the harm caused by those acts. Franka v. 

Velasquez, 332 S.W.3d 367, 383 (Tex. 2011) (“[P]ublic employees (like 

agents generally) have always been individually liable for their own 

torts, even when committed in the course of employment, and suit may 

be brought against a government employee in his individual capacity.”); 

Miller v. Keyser, 90 S.W.3d 712, 717 (Tex. 2002) (explaining that an 

agent who “personally ma[kes] misrepresentations . . . can be held 

personally liable”). When an individual commits a tort while acting in a 

“corporate capacity,” either the corporation can be held vicariously liable 

or the individual can be held personally liable, or both, but the 

individual cannot be held “corporately” liable. 

Petrobras relies on Ambrosio v. EPS Wireless, Inc., No. 05-99-

01442-CV, 2000 WL 1160696, at *3–4 (Tex. App.—Dallas Aug. 18, 2000, 

no pet.) (not designated for publication), for the proposition that a 

settlement agreement that releases all claims against a corporation and 

its “agents, employees[, and] officials” only releases those individuals 

from liability in their “corporate” or “official” capacity and does not 

release them from liability in their “individual” capacity. The issue in 

Ambrosio, however, was whether a corporate official could benefit from 

a release when the plaintiff alleged that the official promised to transfer 

stock to the plaintiff both “from the company and himself.” Id. at *1 

(emphasis added). The court held that the official was not entitled to 

summary judgment based on the release because a fact issue existed as 

to whether, “at the time he made the promise to transfer” the stock, the 

official “was acting in the course and scope of his employment with” the 

company. Id. at *3. 
26 

Ambrosio is distinguishable from this case because the parties 

here do not dispute that the Astra individuals were acting within the 

course and scope of their employment when they paid, offered, and failed 

to disclose the bribes. Petrobras pleaded that the individuals were 

individually liable for that conduct, and the individuals moved for 

summary judgment on those claims. Because the only claims Petrobras 

pleaded—or could have pleaded—against the individuals were claims to 

hold them individually liable, the individuals did not have to seek 

summary judgment expressly against “individual” liability. 

In addition to agreeing with the trial court that the individual 

defendants’ summary-judgment motion was sufficient to obtain 

summary judgment against individual liability, we agree with the trial 

court that the individual defendants demonstrated that they were 

entitled to that relief. Petrobras relies on Ambrosio for the proposition 

that Petrobras’s release was not sufficient to release claims against the 

individual defendants in their individual capacities because the release 

referred only to Astra’s “agents” and did not expressly identify the 

individual defendants. But the issue here is whether the individuals 

were entitled to summary judgment on Petrobras’s fraud claims, and on 

that issue, the question is not whether Petrobras released those claims 

but whether the reliance disclaimer prevents Petrobras from 

establishing the reliance necessary to recover from the individuals on 

those claims. Because Petrobras expressly disclaimed reliance on any 

statement or representation by any “agent” of Astra, we conclude that 

Petrobras cannot establish that any representation by the Astra 

individuals defrauded Petrobras. 
27 

Because Petrobras’s disclaimer of reliance on Astra’s statements 

and representations is enforceable and applies to the representations 

about which Petrobras now complains, and because the disclaimer 

negated the reliance element of Petrobras’s fraud claims, we conclude 

that the Astra defendants were entitled to summary judgment on those 

claims. And to the extent that Petrobras’s claims for conspiracy, aiding 

and abetting, unjust enrichment, declaratory judgment, and exemplary 

damages are derivative of and dependent upon the fraud claims, the 

defendants are entitled to summary judgment on those claims as well. 

IV. 

Arbitration Claims 

In addition to declaring that the 2012 settlement agreement bars 

the claims Petrobras asserted in this lawsuit, the trial court’s final 

judgment also declared that the agreement bars the claims Petrobras 

asserted in the separate arbitration proceeding it filed shortly after it 

filed this lawsuit. As in this lawsuit, Petrobras asserted in the 

arbitration proceeding that Astra “engaged in bribery and corruption in 

connection with” the parties’ 2006 stock-purchase agreement and 

brought multiple claims, including claims for fraud, breach of contract, 

declaratory judgment, aiding and abetting breach of fiduciary duty, 

unjust enrichment, and racketeering, seeking exemplary damages, 

attorney’s fees, and costs. But in the arbitration, Petrobras asserted the 

claims to challenge the enforceability of the 2006 stock-purchase 

agreement, rather than the 2012 settlement agreement. It did so 

because the stock-purchase agreement required arbitration of any claim 

or controversy arising out of or related to “any question of the validity 
28 

or effect of this Agreement including this clause.” Based on this 

arbitration clause, Petrobras argues that the court of appeals erred by 

affirming the trial court’s declaratory judgment. 

Petrobras contends the arbitration clause requires the arbitrator, 

and not the courts, to resolve the claims filed in the arbitration. Astra 

argues, however, that the parties’ 2012 settlement agreement resolved 

all claims between the parties and replaced and superseded the 2006 

stock-purchase agreement, including the arbitration clause, so the 

arbitration agreement ceased to exist after the settlement agreement. 

But Petrobras contends that only the arbitrator can decide the 

“gateway” issue of whether the claims are arbitrable because the parties 

delegated to the arbitrator “any question of the validity or effect of [the 

arbitration] clause.” See Henry Schein, Inc. v. White Sales, Inc., 139 S. 

Ct. 524, 530 (2019) (“Just as a court may not decide a merits question 

that the parties have delegated to an arbitrator, a court may not decide 

an arbitrability question that the parties have delegated to an 

arbitrator.”). 

The dispute over the arbitration, then, is whether, in light of the 

2012 settlement agreement, the parties’ agreement to arbitrate as set 

forth within the 2006 stock-purchase agreement still exists at all. And 

as the Supreme Court and this Court have explained, courts—and not 

arbitrators—must decide whether the parties “in fact delegated the 

arbitrability question to the arbitrator,” id. at 531, “whether the parties 

are bound by a given arbitration clause,” Howsam v. Dean Witter 

Reynolds, Inc., 537 U.S. 79, 84 (2002), and “whether the parties made a 

valid and presently enforceable agreement to arbitrate,” G.T. Leach 
29 

Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502, 519 (Tex. 2015) 

(emphasis added). In short, courts must decide “whether an enforceable 

agreement to arbitrate . . . exists.” Id. at 522. Because the parties here 

dispute whether their arbitration agreement continued to exist after the 

2012 settlement agreement, we agree with the trial court and court of 

appeals that courts must decide that issue. 

The Supreme Court has also instructed that “courts ‘should not 

assume that the parties agreed to arbitrate arbitrability unless there is 

clear and unmistakable evidence that they did so.’” Henry Schein, 139 

S. Ct. at 531 (quoting First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 

939 (1995)); see Howsam, 537 U.S. at 83. Here, the 2006 stock-purchase 

agreement indisputably includes a clear and unmistakable agreement 

that the arbitrator will decide any question regarding the “validity” of 

the parties’ arbitration agreement. But the 2012 settlement agreement 

just as clearly confirms that the parties later agreed to resolve all claims 

and to supersede the stock-purchase agreement. Several of the 

settlement agreement’s provisions provide this confirmation. 

First, the 2012 settlement agreement includes a merger clause in 

which the parties agreed that the settlement agreement “represents the 

entire agreement of the [p]arties and supersedes all prior written or oral 

agreements.” [emphasis added.] The merger clause contains no language 

that could somehow be interpreted to except or preserve the parties’ 

“prior written . . . agreement” to arbitrate disputes over the 2006 stockpurchase agreement. 

Second, the settlement agreement includes a forum-selection 

clause in which the parties agreed that the state courts of Harris County 
30 

and the federal district court for the Southern District of Texas, Houston 

Division, would be “the exclusive forums for any dispute arising out of 

or related to this Settlement Agreement.” Again, the clause contains no 

language that could be interpreted to except a dispute over the stockpurchase agreement or its arbitration clause or over the settlement 

agreement’s effect on that clause. While arbitration clauses can survive 

and be harmonized with forum-selection clauses in subsequent 

agreements between parties, see Sharpe v. AmeriPlan Corp., 769 F.3d 

909, 915 (5th Cir. 2014), the forum-selection clause in the 2012 

settlement agreement states that Harris County courts and the 

Southern District of Texas are “the exclusive forums for any dispute” 

regarding the settlement agreement, indicating the parties’ intent to 

supersede the arbitration clause in the 2006 stock-purchase agreement. 

See id. at 917 (“The ‘submit[ted] to the . . . jurisdiction’ language 

demonstrates an intent for a court to adjudicate the merits of the 

claims.”), 915–17 (comparing a “mere” venue clause, which can be 

harmonized with an arbitration clause, with “far more extensive” 

dispute-resolution clauses requiring all claims to be “submit[ted] to” 

particular courts, which could not be harmonized with an arbitration 

clause). 

And finally, the parties agreed through the mutual release 

clauses to release “all claims, demands, and causes of action of whatever 

kind or character,” including “any claim arising out of or related to the 

2006 [stock-purchase agreement], including without limitation, any 

claims related to [any] covenants.” The releases, again, contain no 

language that could be interpreted to preserve any claims regarding the 
31 

stock-purchase agreement or its arbitration clause. In fact, although the 

settlement agreement describes at length how and where any disputes 

over the settlement agreement should be resolved, it never mentions 

arbitration. 

We conclude that the settlement agreement confirms that the 

parties agreed to supersede all prior agreements and to resolve any 

disputes over the settlement agreement in court. At a minimum, reading 

the arbitration agreement and the subsequent settlement agreement 

together, we cannot conclude that a presently enforceable arbitration 

agreement clearly and unmistakably exists. We thus conclude that 

courts, rather than the arbitrator, must decide whether an agreement 

to arbitrate claims regarding the 2006 stock-purchase agreement 

presently exists, and for the reasons we have explained, we conclude it 

does not. 

In the absence of an arbitration agreement, the trial court 

properly decided whether the 2012 settlement agreement bars the 

claims Petrobras asserted in the arbitration proceeding. And we 

conclude the court correctly decided that it does. As we have explained, 

the settlement agreement included “the broadest type of general 

release” in which Petrobras released “any and all claims . . . of whatever 

kind or character, . . . whether known or unknown,” including, “without 

limitation,” all claims related to the 2006 stock-purchase agreement and 

all claims “growing out of, or connected in any way with, the Astra 

Parties’ dealings with the Petrobras Parties.” Because the claims 

Petrobras asserted in the arbitration proceeding squarely fit within this 
32 

release, we conclude that the trial court correctly held that the 

settlement agreement bars those claims. 

V. 

Attorney’s Fees and Costs 

Finally, as mentioned, the trial court granted summary judgment 

to Astra and awarded Astra about $1.3 million in attorney’s fees and 

costs. Because the court of appeals reversed the judgment, it also 

reversed the fees-and-costs award and remanded that issue for the trial 

court to reconsider. 633 S.W.3d at 633–34. Because we reinstate the trial 

court’s judgment, we elect to review the issues Petrobras raised on 

appeal regarding the fee award, which the parties renew here. 

Petrobras argues that the trial court erred in granting attorney’s 

fees and costs under section 37.009 of the Texas Civil Practice and 

Remedies Code. See TEX. CIV. PRAC. & REM. CODE § 37.009. Petrobras 

challenged the fee award on three bases: (1) Astra cannot collect 

attorney’s fees because its declaratory-judgment claim merely 

duplicated issues that were already before the court, see MBM Fin. Corp. 

v. Woodlands Operating Co., 292 S.W.3d 660, 670–71 (Tex. 2009); 

(2) Astra failed to segregate its fees between its declaratory-judgment 

claim and claims for which attorney’s fees are not available, see Tony 

Gullo Motors I, L.P. v. Chapa, 212 S.W.3d 299, 311 (Tex. 2006) (stating 

that parties must generally segregate fees); and (3) the fee is unjust 

because of Astra’s alleged criminal conduct. 

We review section 37.009 fee awards under an abuse-of-discretion 

standard. Bocquet v. Herring, 972 S.W.2d 19, 21 (Tex. 1998). “It is an 

abuse of discretion for a trial court to rule arbitrarily, unreasonably, or 
33 

without regard to guiding legal principles . . . or to rule without 

supporting evidence.” Id. (citations omitted). First, although both 

parties’ claims for declaratory judgment addressed the issue of whether 

the 2012 settlement agreement is valid and enforceable, Astra’s 

counterclaim sought additional relief in the form of a declaration that 

the settlement agreement bars the separate arbitration proceeding as 

well as Petrobras’s claims in this lawsuit. We thus conclude that Astra’s 

counterclaim did not merely duplicate Petrobras’s claim. 

Second, the duty to segregate between recoverable and 

nonrecoverable attorney’s fees does not apply when the services for 

which the fees are incurred “advance both a recoverable and 

unrecoverable claim,” such that the “fees are so intertwined that they 

need not be segregated.” Chapa, 212 S.W.3d at 313–14. Here, Astra 

reduced and segregated fees by eliminating hundreds of thousands of 

dollars in fees, reducing the hourly rate for certain attorneys as 

requested, and applying a thirty- to fifty-percent discount to hours 

billed. Moreover, because Astra sought to halt the arbitration 

proceeding by enforcing the settlement agreement’s forum-selection 

clause, it necessarily had to prove that the agreement was valid and 

enforceable. We conclude that the trial court did not abuse its discretion 

by finding that any work completed to achieve those goals was 

sufficiently intertwined to negate any need for the fees to be segregated 

further. See id.

Third, we disagree that the trial court abused its discretion by 

concluding that its award of attorney’s fees to Astra was equitable and 

just. Although we do not discount the seriousness of Petrobras’s 
34 

accusations of bribery and other corrupt conduct by Astra, the trial court 

correctly concluded that Petrobras agreed to release and forgo any 

claims based on any conduct by Astra—whether known or unknown—

when it agreed to the 2012 settlement agreement. By asserting claims 

it had agreed never to assert, Petrobras broke the promise it made in 

the settlement agreement and caused Astra to incur substantial fees and 

costs to enforce that promise. We conclude the trial court did not abuse 

its discretion by awarding Astra its fees and costs. 

VI. 

Conclusion 

We hold that the 2012 settlement agreement bars Petrobras’s 

claims against Astra because the release bars the fiduciary-duty claims 

and the reliance disclaimer prevents Petrobras from establishing the 

fraud claims. We reverse the court of appeals’ judgment and render 

judgment reinstating the trial court’s final judgment. 

 

 Jeffrey S. Boyd 

 Justice 

OPINION DELIVERED: April 29, 2022