Statute of Limitations
Accrual and Limitations
Tolling
Discovery Rule
Fraudulent Concealment Distinguished from the Discovery Rule
Fraud Distinguished from the Discovery Rule
Equitable Estoppel
Breach of Fiduciary Duty
Texas Law
A cause of action for breach of fiduciary duty generally accrues, and limitations begins to run, when the claimant knows or should know of the wrongful injury. See Berry v. Berry, 646 S.W.3d 516, 525-26 (Tex. 2022). The court of appeals held that the discovery rule delays accrual and limitations until the claimant also knows of the wrongful acts and actors, without requiring the plaintiff to exercise reasonable diligence. 2021 WL 4318406 (Tex. App.—Amarillo Sept. 23, 2021). Because that holding conflicts with the established rule, and because respondents’ actions for fraud and conspiracy are also barred by limitations, we reverse the judgment of the court of appeals and reinstate the trial court’s summary judgment for respondents.
Taylor’s and Dorris’s deposition testimony caused Triex to suspect that Marcus & Millichap misrepresented the sale to Triex by omitting key details about the nature of the lease and overvaluing the property in order to raise its commission. As a result, Triex added Marcus & Millichap to the lawsuit in March 2017—more than four years after Taylor Petroleum breached the lease and more than eight years after Marcus & Millichap brokered the sale. In its amended petition, Triex asserted claims for breach of fiduciary duty, fraud by nondisclosure, and conspiracy.
Actions for breach of fiduciary duty are governed by a four-year statute of limitations.1 TEX.CIV.PRAC. & REM.CODE § 16.004(a)(5). Generally, a claim accrues when the defendant’s wrongful conduct causes the claimant to suffer a legal injury. Am. Star Energy & Mins. Corp. v. Stowers, 457 S.W.3d 427, 430 (Tex. 2015). This is true “even if the fact of injury is not discovered until later, and even if all resulting damages have not yet occurred.” S.V. v. R.V., 933 S.W.2d 1, 4 (Tex. 1996).
1 Triex’s claims for fraud and civil conspiracy also have a four-year limitations period. TEX.CIV.PRAC. & REM.CODE § 16.004(a)(4); see Agar Corp. v. Electro Cirs. Int’l, LLC, 580 S.W.3d 136, 142 (Tex. 2019) (holding that “civil conspiracy . . . shares a limitations period with that of its underlying tort”). “Generally, in a case of fraud the statute of limitations does not commence to run until the fraud is discovered or until it might have been discovered by the exercise of reasonable diligence.” Little v. Smith, 943 S.W.2d 414, 420 (Tex. 1997). Like its breach of fiduciary duty claim, Triex based its fraud claim on allegations that Marcus & Millichap failed to disclose certain information despite its duty to do so. Accordingly, we apply the same analysis to all three claims.
The discovery rule is a “narrow exception” to the legal injury rule that “defers accrual of a cause of action until the plaintiff knew or, exercising reasonable diligence, should have known of the facts giving rise to the cause of action.” Berry, 646 S.W.3d at 524 (quoting Comput. Assocs. Int’l, Inc. v. Altai, Inc., 918 S.W.2d 453, 455 (Tex. 1996)). It “applies when the injury is by its nature inherently undiscoverable.” Agar Corp., 580 S.W.3d at 139 (citing Childs v. Haussecker, 974 S.W.2d 31, 36-37 (Tex. 1998)). “An injury is inherently undiscoverable if it is by nature unlikely to be discovered within the prescribed limitations period despite due diligence.” Berry, 646 S.W.3d at 524 (quoting S.V., 933 S.W.2d at 25). “The determination of whether an injury is inherently undiscoverable is made on a categorical basis rather than on the facts of the individual case.” Archer v. Tregellas, 566 S.W.3d 281, 290 (Tex. 2018) (citing HECI Expl. Co. v. Neel, 982 S.W.2d 881, 886 (Tex. 1998)). The question is whether the injury is “the type of injury that could be discovered through the exercise of reasonable diligence.”BP Am. Prod. Co. v. Marshall, 342 S.W.3d 59, 66 (Tex. 2011) (citing Wagner & Brown, Ltd. v. Horwood, 58 S.W.3d 732, 734-35 (Tex. 2001)). We have held that “in the fiduciary context, . . . the nature of the injury is presumed to be inherently undiscoverable” because “fiduciaries are presumed to possess superior knowledge.” Comput. Assocs., 918 S.W.2d at 456. So “a person to whom a fiduciary duty is owed may be unable to inquire into the fiduciary’s actions or may be unaware of the need to do so.” Valdez v. Hollenbeck, 465 S.W.3d 217, 231 (Tex. 2015). Accordingly, “even if inquiry is made, ‘facts which might ordinarily require investigation likely may not excite suspicion where a fiduciary relationship is involved.’” Id. (quoting Willis v. Maverick, 760 S.W.2d 642, 645 (Tex. 1988)). Here the discovery rule applies, but it does not save Triex’s claims. The rule applies because a fiduciary relationship existed, and before Taylor Petroleum’s breach, Triex was unaware of the need to inquire into its fiduciary’s actions. See S.V., 933 S.W.2d at 8 (explaining that the rationale for finding a fiduciary’s misconduct to be inherently undiscoverable is that “a person to whom a fiduciary duty is owed is either unable to inquire into the fiduciary’s actions or unaware of the need to do so”). When the discovery rule applies, the statute of limitations does not begin to run “until the plaintiff knew or in the exercise of reasonable diligence should have known of the wrongful act and resulting injury.” Id. at 4. We have stated this rule in slightly different ways. But last Term, we explained that this means the discovery rule defers accrual “until the claimant knew or should have known of facts that in the exercise of reasonable diligence would have led to the discovery of the wrongful act.” Berry, 646 S.W.3d at 524 (quoting Little, 943 S.W.2d at 420). Or, in other words, accrual is deferred “until the plaintiff knew, or exercising reasonable diligence, should have known of the facts giving rise to the cause of action.” Id. (quoting Comput. Assocs., 918 S.W.2d at 455). Consistent throughout our cases is the requirement of reasonable diligence. We have also explained that “the discovery rule does not linger until a claimant learns of actual causes and possible cures.” PPG Indus., Inc. v. JMB/Hous. Ctrs. Partners Ltd. P’ship, 146 S.W.3d 79, 93 (Tex. 2004); see also KPMG Peat Marwick v. Harrison Cnty. Hous. Fin. Corp., 988 S.W.2d 746, 749 (Tex. 1999). Nor does it defer accrual until the plaintiff knows “the specific nature of each wrongful act that may have caused the injury,”KPMG, 988 S.W.2d at 749, or “the exact identity of the wrongdoer.” Childs, 974 S.W.2d at 40; see also PPG Indus., 146 S.W.3d at 93.
In 2012, Triex had actual knowledge of its injuries and became aware of the need to inquire into Marcus & Millichap’s actions. The court of appeals concluded that “the evidence conclusively established that appellants were aware that they had sustained an injury by December 1, 2012,” the date Taylor Petroleum defaulted. 2021 WL 4318406, at *4. But it determined that a fact issue existed as to whether Triex “knew or should have known on December 1, 2012, that the injury was the result of wrongful acts committed by Marcus & Millichap.” Id. The court of appeals came to this conclusion by “relieving Triex of the responsibility of diligent inquiry” because of its fiduciary relationship with Marcus & Millichap. Id. at *3. But as we reiterated last Term, “those owed a fiduciary duty are not altogether absolved of the usual obligation to use reasonable diligence to discover an injury.”Berry, 646 S.W.3d at 526 (citing Little, 943 S.W.2d at 420); see also Comput. Assocs., 918 S.W.2d at 456. Recognizing that “the presence of a fiduciary relationship can affect application of the discovery rule,” we explained that “it remains the case that ‘a person owed a fiduciary duty has some responsibility to ascertain when an injury occurs.’ ‘When the fact of misconduct becomes apparent it can no longer be ignored, regardless of the nature of the relationship.’” Id. (citations omitted) (quoting Comput. Assocs., 918 S.W.2d at 456, then quoting S.V., 933 S.W.2d at 8). Had Triex exercised reasonable diligence, it would have discovered Marcus & Millichap’s allegedly wrongful acts. See Little, 943 S.W.2d at 420. Part of Triex’s claim against Marcus & Millichap is that it misrepresented that “this was a sure-fire and financially sound investment,” and that “rent would be coming in every month without any issues or risk.” When Taylor Petroleum defaulted on the lease, Triex “knew or should have known that something was amiss.” See Berry, 646 S.W.3d at 525. Indeed, Weiner’s affidavit in response to the summary judgment motion admitted that at the time of the breach, he knew Marcus & Millichap did a “poor job” of representing him. His awareness of his injury and of Marcus & Millichap’s poor representation “obligated him to make further inquiry on his own if he wanted to preserve a timely claim.” Id. Instead, Triex waited three years to sue the initial defendants, and an additional year to take depositions (…)
(…) (Comput. Assocs., 918 S.W.2d at 455). But in that case, we explained that although fraudulent concealment is “similar in effect” to the discovery rule, it is a different doctrine that exists for different reasons: “Unlike the discovery rule exception, deferral in the context of fraud or concealment resembles equitable estoppel. ‘Fraudulent concealment estops the defendant from relying on the statute of limitations as an affirmative defense to the plaintiff’s claim.’” Comput. Assocs., 918 S.W.2d at 456 (alterations in original) (quoting Borderlon v. Peck, 661 S.W.2d 907, 908 (Tex. 1983)); see also Wagner & Brown, 58 S.W.3d at 736 (distinguishing fraudulent concealment from the discovery rule); Draughon, 631 S.W.3d at 93 (collecting cases).
(Supreme Court of Texas, Marcus & Millichap Real Estate Investment Services of Nevada, Inc. v. Triex Texas Holdings, LLC, Jan. 13, 2023, Docket No. 21-0913, Per Curiam)
No comments:
Post a Comment