Most commercial disputes should settle, and we say so early. The ones that should not are usually the ones where the money has already moved, the documents tell a different story than the witnesses, and somebody has to prove which is right — often an accounting question wearing a legal costume.
We try and argue our own cases. The lawyer who takes your first call is the lawyer who stands up.
What the other side has to prove
A commercial case is rarely lost on the law. It is lost because one side could not prove an element it had to prove, or could not prove the number.
Breach of contract. The claimant must establish a valid contract, that it performed or tendered performance, that the defendant breached, and that the breach caused the damages claimed. The last element is where most cases actually turn. A defendant who concedes the first three and defeats causation pays nothing.
Business torts. Tortious interference, breach of fiduciary duty, conversion, and unfair competition each carry their own elements, and they are frequently pleaded together because the facts overlap. Pleading them together is not the same as proving them, and a defendant who separates them in the charge conference often finds that only one survives.
Fraud. A material misrepresentation, false when made or asserted recklessly, made to induce reliance, actually and justifiably relied upon, causing injury. Justifiable reliance is where sophisticated-party cases are won and lost: a claimant who had the documents, had counsel, and had the opportunity to verify faces a hard question about why it did not — and where the contract contains a clear, specifically negotiated disclaimer of reliance, agreed at arm’s length, that clause can be decisive. The written deal is the first thing we read.
Fraudulent transfer. Where the judgment is good but the assets have moved, the question shifts to whether the transfer was made with intent to hinder, delay or defraud, or whether the debtor received reasonably equivalent value. These cases are documentary. They are proved from bank records and transfer instruments, not from characterization.
Damages. Lost profits must be proved with reasonable certainty, from objective data rather than projection. Consequential damages depend on what was foreseeable at contracting. A claim that survives every liability challenge still fails if the damages model does not hold up on cross-examination.
Conditions precedent and notice. Many commercial contracts require notice, an opportunity to cure, or a demand before suit. These provisions are routinely overlooked and are routinely dispositive. A claimant who did not give the notice the contract required can find a meritorious claim dismissed on a ground that had nothing to do with the merits, and a defendant who spots it early can end the case before discovery.
The line between contract and tort. Where a claim is really about a bargain that was not kept, dressing it as fraud or negligence does not usually improve it — the economic loss rule limits recovery in tort for what is essentially contractual loss. The distinction matters because it changes the damages available, the limitations period, and whether attorney’s fees can be recovered at all. It is worth settling at the pleading stage rather than at the charge conference.
Attorney’s fees. On certain claims, a prevailing party can recover its fees; on others it cannot. That single question often determines whether a dispute is economically worth pursuing, and it should be answered before suit is filed rather than discovered afterwards.
Fraud, and the money that has already moved. Two problems in this area are big enough to have a page of their own. The first is proving you were deceived — fraudulent inducement, fraud by non-disclosure, statutory fraud, negligent misrepresentation. The second arrives later and looks nothing like the first: the judgment is good, the defendant is empty, and the question is no longer whether you were lied to but whether what left the company can be brought back. Both are won from bank records, corporate filings and transfer documents rather than from recollection. We set both out at length on Fraud & Fraudulent Transfer.
Where these cases are won
In the documents, before anyone is deposed. Commercial cases are won by the side that understood the paper first. We reconstruct the transaction from the underlying records — contracts, amendments, invoices, ledgers, bank statements, email — and build the chronology before taking a single deposition. Depositions are for locking in what the documents already show, not for discovery.
On the first three weeks. Where a temporary restraining order, an injunction, a receivership or a turnover order is available, the case is frequently decided before the pleadings are settled. The order a court will actually sign is a drafting problem, and it is solved in advance or not at all.
On preservation. A ruling that was not objected to correctly is often a ruling that cannot be reviewed, so error preservation is a trial problem, not a post-verdict one. We litigate with the appellate record in mind from the first hearing — because we are the ones who will argue the appeal, including cases in which a trial judgment was reversed and rendered on appeal.
On the number. Liability is often conceded in substance and fought over in amount. The side with a damages model built from the client’s own records, tested before the expert is designated, is the side that controls the settlement conversation.
On summary judgment, in both directions. Texas gives a party two distinct routes to judgment without trial: one that requires the movant to prove its position conclusively, and one that simply requires the other side to produce evidence on an element it must prove. They are answered differently, and a response that treats them as the same motion is how cases are lost on paper. Most of the work happens months earlier, in whether the record contains the evidence the motion or the response will need.
On the sequence of discovery. Written discovery is not a fishing expedition and should not read like one. Requests drawn narrowly to the elements in dispute survive objection, arrive faster, and produce a record a court will act on. Requests drawn broadly invite a motion, a hearing, and three months of nothing.
On expert testimony, designated on time. Damages and industry-standard questions usually require an expert, and the deadline to designate is unforgiving. An expert designated late is an expert excluded, and a damages case without an expert is frequently a case without a number.
Before suit, where the leverage is cheapest. A demand letter that sets out the documents, the elements and the number — rather than adjectives — resolves a meaningful share of disputes and costs a fraction of a lawsuit. It also creates the record that matters later: the contractual notice, the opportunity to cure, the evidence that the other side knew what it faced. Where a case does not settle, the pre-suit work is not wasted, because it is the same work the petition requires.
On candor about which cases to try. We are not a volume practice. We tell prospective clients when a dispute should be resolved rather than litigated, and we decline matters where the cost of proving the case exceeds what proving it is worth.
Arbitration, and who decides where this is heard
A great many commercial agreements send disputes to arbitration, and the clause is frequently the most consequential paragraph in the contract even though it was the least negotiated.
Whether the dispute is arbitrable is itself litigated. Three separate questions arise, and they are often confused: whether a valid agreement to arbitrate exists, whether this dispute falls within its scope, and — the question that surprises people — who decides those first two questions, the court or the arbitrator. Agreements that incorporate institutional rules are frequently held to have delegated that gateway question to the arbitrator, which changes the strategy entirely. A party that assumes a court will decide arbitrability may find that it does not.
A right to arbitrate can be lost. Substantially invoking the litigation process before moving to compel is a recognized basis for finding the right waived. A defendant that answers, takes discovery on the merits, files dispositive motions and only then remembers the arbitration clause has frequently given it away. The decision to arbitrate or to litigate should be made in the first weeks, deliberately.
Arbitration is not simply faster and cheaper. It can be both, and often is. But discovery is narrower, which helps a party that already has the documents and hurts one that needs them. Review of an award is extremely limited — the grounds for vacating are narrow and do not include that the arbitrator got the law or the facts wrong. A client agreeing to arbitrate is agreeing to accept an adverse result that would have been reversible on appeal.
International arbitration adds a further layer. Where the seat, the institution and the parties are in different countries, enforceability of the eventual award becomes a planning question rather than an afterthought — where the assets are, and whether an award will be recognized there. We have represented a Texas company in an international commercial dispute resolved by award before a Singapore-seated arbitral institution, and we have appeared before domestic tribunals as well.
What we do
We handle breach of contract, warranty and UCC disputes, business torts, common-law and statutory fraud, fraudulent transfer, promissory-note and guaranty enforcement, tortious interference, and commercial arbitration — in Texas state and federal courts and before domestic and international arbitral tribunals.
The civil practice is led by Shawn A. Johnson, a civil trial and appellate lawyer, licensed CPA, and former law clerk at the Supreme Court of Texas. The accounting background matters in this work more than it sounds: a case about where money went is an accounting problem wearing a legal costume, and it is usually resolved by whoever reconstructs the ledger first. We have reconstructed years of entity and personal bank records to trace how funds moved among related parties, and built the tracing into the legal theory rather than bolting it on at trial.
We take cases as lead counsel and as trial or appellate counsel alongside a client’s existing lawyers.
Representative results
Counterclaims dismissed; approximately $362,000 summary judgment for the plaintiff
Suit for breach of a promissory note against the purchaser of a business and its owner-guarantor.
Supplement Technologies, LLC v. Campanella Holdings, LLC, No. 2023-28858, 127th District Court, Harris County, Texas (June 27, 2024).
Favorable arbitration award before the Singapore International Arbitration Centre
Breach of contract and breach of warranty claims against an international pharmaceutical company and its Texas representatives.
Texas Minerals & Chemicals LLC v. India Glycols Limited, No. ARB093/23/BRP (July 19, 2024).
Favorable settlement of UCC, warranty, and fraud claims against a manufacturer
Claims arising from delivery of nonconforming product.
Beauty Elite Group, Inc. v. Above Aerosol Labs, No. 2025-80806, 55th District Court, Harris County, Texas (July 16, 2026).
Bench-trial judgment enforcing a setback restriction against a developer
Overcame challenges to standing, restriction interpretation and applicability, and defenses of waiver and abandonment.
Havel Family Investments, L.L.C. v. Sims, No. 19-CV-1751, 56th District Court, Galveston County, Texas (Aug. 12, 2020).
Unanimous jury verdict in a suit to quiet title, as solo lead counsel
Pena v. Benavidez, No. 1113772, Harris County Civil Court at Law No. 2 (Jan. 22, 2020).
Questions we are asked
How long do I have to bring a claim?
Texas limitations periods vary by claim, and for most business claims the clock starts when the wrongful act causes the harm — not when you discover it or feel its full effect. A limited “discovery rule,” and separate rules about fraudulent concealment, can postpone that start in specific circumstances, but they are exceptions and they are fact-dependent. Because the safe assumption is the earlier date, the time to ask is early.
The contract says we have to arbitrate. Does that end it?
Not necessarily. Whether a dispute falls inside an arbitration clause, whether the clause is enforceable, and who decides those questions are all litigable, and they are decided early. The answer also affects what discovery you will get.
The other side has more money than we do. Does that decide it?
It decides how the case is run, not who wins it. A smaller party that has organized its documents, narrowed its claims, and can prove its damages is in a stronger position than a larger one carrying five theories it cannot support.
Should we settle?
Most commercial disputes should. We will tell you which category yours is in at the outset, and we would rather lose the engagement than take a case that should have been resolved.
Can you take the appeal if we lose?
Yes, and we prepare for that possibility from the first hearing. We also take appeals in cases tried by other counsel.
The company that owes us has no money left. Is it over?
Not necessarily. Where assets moved before or after the debt came due, the question becomes whether the transfer can be undone. Those cases are proved from bank records and transfer documents rather than from testimony, and they are often stronger than the underlying claim. See Fraud & Fraudulent Transfer.
The defendant is in another state, or another country. Can we sue here?
Sometimes, and it is usually contested at the outset. Whether a Texas court has power over a non-resident is decided before the merits, and getting it wrong in either direction is expensive. See Jurisdictional Challenges.
What does this cost?
That depends on what has to be proved and how hard the other side makes it, and we will give you a candid view at the outset rather than an optimistic one. The more useful question is usually whether the claim carries a right to recover fees, because that changes the arithmetic of the whole dispute.
Results depend on the facts of each matter. Prior results do not guarantee or predict a similar outcome in any future matter.