Fiberwave v. AT&T Enterprises

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
10/29/2025

2025 Tex. Bus. 42

The Business Court of Texas,
First Division

FIBERWAVE, INC., §
Plaintiff/Counter-Defendant, §
v. §
AT&T ENTERPRISES, LLC, §
Defendant/Counter- §
Plaintiff/Third-Party § Cause No. 25-BC01A-0013
Plaintiff, §
v. §
SPEARHEAD NETWORKS §
TECH, INC., FAISAL §
CHAUDHRY, and CHRIS PERCY, §
Third-Party Defendants. §

═══════════════════════════════════════
Memorandum Opinion and
Partial Summary Judgment on Plaintiff’s Tort Claims
═══════════════════════════════════════

Before the Court is Defendant AT&T Enterprises, LLC’s Motion for

Partial Summary Judgment on Plaintiff’s Tort Claims. Defendant (AT&T)

contends Plaintiff’s (Fiberwave’s) tortious interference with contract,

defamation, and business disparagement claims are barred by the limitation-
of-liability provision in the parties’ 2022 Alliance Program Agreement (the

Agreement). The motion is GRANTED IN PART AND DENIED IN PART.

I. Section 18.6 of the Agreement does not bar Fiberwave’s claims because
its damages did not arise from AT&T’s termination of the Agreement.

Section 18.6 of the limitation-of-liability provision in the Agreement is

not ambiguous and can be construed as a matter of law. See Great Am. Ins. Co.

v. Primo, 512 S.W.3d 890, 893 (Tex. 2017) (noting that “the goal of contract

interpretation is to ascertain the parties’ true intent expressed by the plain

language they used”). That section states:

UPON TERMINATION OF THIS AGREEMENT PURSUANT TO
THE TERMINATION RIGHTS SET FORTH IN THIS
AGREEMENT, NEITHER PARTY WILL BE LIABLE TO THE
OTHER, EITHER FOR COMPENSATION OR FOR DAMAGES
OF ANY KIND OR CHARACTER WHATSOEVER ARISING
FROM SUCH TERMINATION, WHETHER ON ACCOUNT OF
THE LOSS BY AT&T OR SP OF PRESENT OR PROSPECTIVE
PROFITS ON SALES OR ANTICIPATED SALES, OR
EXPENDITURES, INVESTMENTS OR COMMITMENTS
MADE IN CONNECTION THEREWITH, OR IN CONNECTION
WITH THE ESTABLISHMENT, DEVELOPMENT OR
MAINTENANCE OF SP’S BUSINESS, OR ON ACCOUNT OF
ANY OTHER CAUSE OR THING WHATSOEVER, EXCEPT
THAT TERMINATION WILL NOT PREJUDICE OR
OTHERWISE AFFECT THE RIGHTS OR LIABILITIES OF THE
PARTIES WITH RESPECT TO ACTIVITIES PRIOR TO SUCH
TERMINATION.

AT&T’s Appx. Ex. 1, Pg. APP025 (emphasis added).

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AT&T contends that Fiberwave’s tort claims are barred under Section

18.6 because they arise from AT&T's termination of the Agreement. The

Court is not persuaded. Importantly, the question is not whether AT&T’s

complained-of acts arose from the termination of the Agreement, but whether

Fiberwave’s damages did.

AT&T’s argument hinges on the breadth of the phrase “arising from

such termination.” Interpreting a similar phrase, the Texas Supreme Court

has held “the phrase ‘arise out of’ simply requires showing a causal

connection or relation . . . ” Yowell v. Granite Operating Co., 620 S.W.3d 335,

353 (Tex. 2020); see also Utica Nat’l Ins. Co. of Tex. v. Am. Indem. Co., 141

S.W.3d 198, 203 (Tex. 2004). Earlier this year, the Business Court observed

that “courts interpret ‘arising out of’ as denoting a broad causal

relationship—akin to ‘but for’ causation instead of the narrower and limiting

linkage required of ‘proximate’ causation.” Atlas IDF, LP v. NexPoint Real

Est. Partners, LLC, 2025 Tex. Bus. 16, ¶ 29 (1st Div. 2025).

Admittedly, but-for causation “has in itself no limiting principle; it

literally embraces every event that hindsight can logically identify in the

causative chain.” Plains Expl. & Prod. Co. v. Torch Energy Advisors Inc. (Plains

Page 3
Exploration), 473 S.W.3d 296, 308 (Tex. 2015) (quoting Moki Mac River

Expeditions v. Drugg, 221 S.W.3d 569, 581 (Tex. 2007)). However, phrases

such as “arise from” cannot be viewed “divorced from their surroundings.”

Id. at 309.

In Plains Exploration, the Supreme Court rejected expansive

interpretations of the phrases “arising from,” “with respect to,” and

“attributable to” where broad but-for causation would have led to an illogical

and unreasonable result: inconsistency with the parties’ expressed intent. Id.

at 308-09. The Court noted that a broad but-for causal standard—in that case,

one allowing “everything in existence or previously occurring . . . [to] be a but

for cause of all that follows”—would render temporal divisions elsewhere in

the contract “utterly meaningless.” Id. at 309. The Court explained, “To give

effect to the words the parties chose, there must be more than a simple causal

connection.” Id.

“[W]hen parties narrow the scope of their rights and obligations

purposefully, the Court must enforce the terms expressed within the four

corners of the contract.” Yowell, 620 S.W.3d at 353. Here, as in Plains

Exploration, other language in the Agreement requires a similarly tapered

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reading of “arising from.” Specifically, Section 18.6 must be read in context

with Section 18.2 of the Agreement, wherein the parties used the words

“arising out of or related to” rather than simply “arising from.” See infra, Pg.

7; AT&T’s Appx. Ex. 1, Pg. APP025. The added language, “related to,” means

“‘a connection with or reference to.’” Colorado v. Tyco Valves & Controls, L.P.,

432 S.W.3d 885, 890 (Tex. 2014) (quoting Shaw v. Delta Air Lines, Inc., 463

U.S. 85, 96-97 (1983)). Its ordinary meaning does not require a causal

relationship. Shaw, 463 U.S. at 97 n.16. As such, the phrase “arising out of or

related to” is interpreted more broadly than “arising from.”

So while it is true that the but-for causal standard may “embrace[] every

event that hindsight can logically identify in the causative chain,” Plains

Exploration, 473 S.W.3d at 308 (quoting Moki Mac River Expeditions, 221

S.W.3d at 581), the parties’ use of “arising from” here must be read more

narrowly. Doing so rightfully preserves the meaningful difference reflected in

the two phrases used in the Agreement: “arising from” in Section 18.6 and

“arising out of or relating to” in Section 18.2. See Brittingham v. Mirabent,

No. 04-17-00028-CV, 2017 WL 2852627, at *5 (Tex. App.—San Antonio

July 5, 2017, no pet.) (mem op., not designated for publication). A broader

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interpretation, such as that urged by AT&T—encompassing every logically

connected event subsequent to its termination of the Agreement—would

improperly negate the distinction in the parties’ word choice. Accordingly, the

Court finds that “arising from” in Section 18.6, viewed in context, has limits,

and cannot be interpreted broadly enough to support AT&T’s argument that,

but for the termination of the 2022 [Alliance Program] Agreement, Fiberwave

would not have sustained any of its claimed damages.1

The Court concludes that Section 18.6 does not categorically bar

Fiberwave’s claims for damages attributable to AT&T’s (alleged) post-

termination acts, namely: issuance of a press release, communication via

email, and publication on a website. While AT&T may not have committed the

complained-of acts but for the termination, Fiberwave’s pleading seeks

damages attributable to the complained-of acts, and not attributable to the

1 Unlike in cases involving arbitration clauses, public policy also weighs
against a broader interpretation here because Section 18.6 could operate as a
prospective, intentional tort exculpation clause. See Zachry Constr. Corp. v.
Port of Houston Auth. of Harris Cnty., 449 S.W.3d 98, 116 (Tex. 2014)
(holding pre-injury contractual waivers of future liability for intentional or
reckless torts void and unenforceable for public policy reasons). Cf., e.g.,
Plains Exploration, 473 S.W.3d at 308 (citing In re Dillard Dept. Stores, Inc.,
186 S.W.3d 514, 516 (Tex. 2006)).

Page 6
termination. The Court therefore holds that AT&T’s motion for partial

summary judgment must be denied as to arguments raised under Section 18.6.

II. Section 18.2 is an enforceable bar on incidental, consequential, and
indirect damages, and consequently forecloses any recovery for
business disparagement as a matter of law.

Second, AT&T argues that Section 18.2, which bars incidental,

consequential, and/or indirect damages, forecloses Fiberwave’s tort claims

because they only seek those types of damages. Section 18.2 of the limitation-

of-liability provision states:

AT&T WILL NOT, UNDER ANY CIRCUMSTANCES, BE
LIABLE TO SP FOR ANY INCIDENTAL, CONSEQUENTIAL,
OR ANY OTHER INDIRECT LOSS OR DAMAGE, INCLUDING
LOST PROFITS OR LOST REVENUES, ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR ANY OBLIGATION
RESULTING THEREFROM, OR THE USE OR PERFORMANCE
OF ANY SERVICE.

AT&T’s Appx. Ex. 1, Pg. APP025. The Court agrees with AT&T’s reading of

Section 18.2 but nevertheless rules that it does not operate as an automatic

bar to all of the challenged claims.

Page 7
AT&T’s motion is predicated on the argument that Fiberwave does not

seek any recoverable damages.2 Only special damages are required to be

pleaded with specificity. Tex. R. Civ. P. 56. Here, the record establishes that

Fiberwave pleaded for general damages but not for any special damages in

relation to its claims for tortious interference with contract, defamation, or

business disparagement. See generally, Fiberwave’s 2d Am. Pet. Regardless,

the express language of Section 18.2 would bar recovery of any special

damages, or consequential damages. See Arthur Andersen & Co. v. Perry

Equip. Corp., 945 S.W.2d 812, 816 (Tex. 1997) (describing consequential

damages). The question before the Court, then, is whether Fiberwave can

recover general damages for any of its three challenged tort claims as a matter

of law.

First, tortious interference supports recovery of actual damages,

including certain categories of general damages. See, e.g., Tucker v. K & M

Trucking, Inc., No. 04-15-00784-CV, 2016 WL 4013787, at *1 (Tex. App.—

San Antonio Jul. 27, 2016, no pet.) (mem op., not designated for publication).

2 AT&T’s motion did not include no-evidence grounds or otherwise challenge

Fiberwave to adduce proof of recoverable damages.

Page 8
“The basic measure of actual damages for tortious interference with contract

is the same as the measure of damages for breach of the contract interfered

with, to put the plaintiff in the same economic position he would have been in

had the contract interfered with been actually performed.” Am. Nat’l

Petroleum Co. v. Transcon. Gas Pipe Line Corp., 798 S.W.2d 274, 278 (Tex.

1990). Actual damages for tortious interference can also include harm to

reputation. Tucker, 2016 WL 4013787, at *1 (citing Browning-Ferris, Inc. v.

Reyna, 852 S.W.2d 540, 549 (Tex. App.—San Antonio 1992, rev’d on other

grounds (865 S.W.2d 925, 928 (Tex. 1993)))). Thus, Section 18.2’s bar on

incidental, consequential, or other indirect damages does not operate as a bar

to Fiberwave’s tortious interference claim, which can proceed to the extent

that it seeks actual, general, direct damages. Such damages are not barred by

the plain language of Section 18.2 and need not be specifically identified in

Fiberwave’s pleadings.

Similarly, defamation damages can include general damages. See Mem'l

Hermann Health Sys. v. Gomez, 649 S.W.3d 415, 427 (Tex. 2022, reh’g

denied). The Supreme Court has explained, “General damages are awarded for

noneconomic harms, such as mental anguish or loss of reputation.” Id. Such

Page 9
general damages do not require proof of a pecuniary loss. See Waste Mgmt. of

Tex., Inc. v. Tex. Disposal Sys. Landfill, Inc., 434 S.W.3d 142, 155 (Tex. 2014,

reh’g denied). Texas law does permit a plaintiff to recover general, direct

damages for defamation, and no specific pleading of those damages is

required. Section 18.2 does not, by its plain language, bar recovery of general,

direct damages for defamation.

The same cannot be said for business disparagement. In Innovative Block

of South Texas, Ltd. v. Valley Builders Supply, Inc., the Supreme Court noted

“special damages are fundamental to business disparagement.” 603 S.W.3d

409, 417 (Tex. 2020). This difference reflects the fact that “defamation

redresses dignitary harm, while business disparagement redresses commercial

harm.” Id. at 418 (citing In re Lipsky, 460 S.W.3d 579, 591 (Tex. 2015)).

Special damages are a necessary element of a claim for business

disparagement. Hurlbut v. Gulf Atl. Life Ins. Co., 749 S.W.2d 762, 766 (Tex.

1987, reh’g denied). Accordingly, Section 18.2’s bar on special damages is

fatal to Fiberwave’s business disparagement claim.

In sum, the Court holds that Section 18.2 bars Fiberwave’s business

disparagement claim as a matter of law because it bars special damages, the

Page 10
only recoverable damages under this theory of liability. However, Fiberwave’s

tortious interference with contract and defamation claims are not expressly

barred by Section 18.2, and can be established upon proof of general, direct

damages that need not have been specifically pleaded. Accordingly, those

claims survive.

III. Conclusion

IT IS THEREFORE ORDERED that Defendant’s Motion for Partial

Summary Judgment on Plaintiff’s Tort Claims is GRANTED IN PART AND

DENIED IN PART. Plaintiff’s claim for business disparagement is barred as

a matter of law under Section 18.2 of the Agreement, but Plaintiff’s tortious

interference with contract and defamation claims may proceed to the extent

they seek general, direct damages arising from AT&T’s post-termination

conduct and not from AT&T’s termination of the Agreement.

IT IS FURTHER ORDERED that Plaintiff's motion—in its Response to

AT&T Enterprises, LLC’s Motion for Partial Summary Judgment on Plaintiff’s

Tort Claims—for leave to amend the live petition is DENIED. Plaintiff’s

motion to strike certain exhibits in Defendant’s motion is MOOT. The Court

did not base any portion of its decision on any of the challenged exhibits.

Page 11
Onda
_______________________
ANDREA K. BOURESSA
Judge of the Texas Business Court,
First Division

SIGNED ON: October 29, 2025.

Page 12
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Filing Description: Memorandum Opinion and Partial Summary Judgment
on Plaintiff's Tort Claims
Status as of 10/30/2025 8:33 AM CST

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