Inwood National Bank and Inwood Bancshares, Inc. v. D. Kyle Fagin, Individually and as Trustee and Beneficiary of the D. Kyle Fagin Qualified Subchapter S Trust

Supreme Court of Texas
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No. 24-0055
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Inwood National Bank and Inwood Bancshares, Inc.,
Petitioners,

v.

D. Kyle Fagin, Individually and as Trustee and Beneficiary of the
D. Kyle Fagin Qualified Subchapter S Trust,
Respondent

═══════════════════════════════════════
On Petition for Review from the
Court of Appeals for the Fifth District of Texas
═══════════════════════════════════════

PER CURIAM

A trust agreement provided that the grantor intended to transfer
to the trust her shares of a bank’s stock “[u]pon approval by” the bank.
But before the bank gave that approval, the grantor changed her mind
and decided against the transfer. The trust’s beneficiary, who is the
grantor’s former husband, sued the bank for tortious interference with
a contract—the trust agreement—and other claims. The trial court
granted summary judgment for the bank, but the court of appeals
reversed as to the tortious interference claim. ___ S.W.3d ___, 2023 WL
6547936, at *7-8 (Tex. App.—Dallas Oct. 9, 2023). We conclude that the
tortious interference claim fails as a matter of law because the trust
agreement created no contractual right to the shares in the beneficiary’s
favor with which the bank could interfere. Accordingly, we reverse that
part of the court of appeals’ judgment and reinstate the trial court’s
take-nothing judgment.
I. Background
During her marriage to Kyle Fagin, Christy Fagin owned over two
million shares of Inwood Bancshares, Inc. common stock as her separate
property. In 2015, the couple discussed creating new entities to hold
Christy’s shares, ostensibly for tax benefits and protection from
creditors. Inwood National Bank (the issuer of the shares) informed
Kyle that Inwood “require[d] prior notice and review of any anticipated
change in ownership or transfer of stock.” The terms of Inwood’s
shareholder agreement, which it required all shareholders (including
Christy) to sign, bear this out. That agreement requires Inwood’s
approval before any share transfer and declares that “ANY
ATTEMPTED TRANSFER OF SHARES NOT IN ACCORDANCE
WITH THE PROVISIONS OF THIS AGREEMENT SHALL BE NULL
AND VOID.”
Kyle retained an attorney, and Kyle and Christy ultimately
decided to put Christy’s Inwood shares into two trusts—one that named
Kyle as sole beneficiary (the Kyle Trust) and one that named Christy as
sole beneficiary. The Kyle Trust was governed by a trust agreement
titled “D. Kyle Fagin Qualified Subchapter S Trust” (the KTA). The
KTA designated Christy and Kyle as trustees of the Kyle Trust and
named Kyle as the trust’s sole beneficiary. It contemplated two

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transfers into the trust’s corpus. The KTA provides that Christy, as
grantor, “hereby transfers and delivers to the Trustees the property
described in Schedule A attached hereto . . . upon the express terms and
conditions . . . hereinafter set forth.” Schedule A, in turn, states:
$100.00 cash is the initial property transferred by the
Grantor.
Upon approval by Inwood Bancshares, Inc., the Grantor
intends to transfer 581,658.21 Shares of common stock of
Inwood Bancshares, Inc., a Texas corporation[.]
The KTA also contains the following irrevocability clause:
This Trust shall be irrevocable. The Grantor shall have no
right or power, in whatever capacity and whether alone or
in conjunction with others, to alter, amend, revoke, or
terminate the Trust, or any of the terms of this Trust
Agreement, in whole or in part, or to designate the persons
who shall possess or enjoy the trust property or the income
therefrom. By this instrument the Grantor intends to and
does hereby relinquish absolutely and forever all
possession and enjoyment of the trust property.
Kyle and Christy both signed the KTA in October 2015.
Several weeks later, Inwood informed Kyle’s attorney of the steps
required to transfer the Inwood shares. Christy and Kyle would need to
sign a “Shareholder Consent to Subchapter S Election” and a
“Shareholder Subscription Agreement.” In addition, Christy would need
to send Inwood her existing stock certificate, indorsed 1 for transfer,
along with “her request for transfer and her transfer instructions.”

1 Inwood’s email used the word “endorsed,” which is an alternate
spelling for “indorsed.” See Indorse, BLACK’S LAW DICTIONARY (12th ed. 2024).
For this opinion, we use the spelling adopted in the Business and Commerce
Code.

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Inwood advised that, once these steps were completed, it would “(i) sign
and date the documents requiring its signature, (ii) cancel the endorsed
Certificate, and (iii) issue the new Certificate[] in the name of [the Kyle
Trust].”
Christy and Kyle signed the two documents as requested, but
Christy could not find her stock certificate. She therefore had to sign
and notarize an “Affidavit of Facts Regarding Lost Share Certificates,”
which was delivered to Inwood in February 2016. Inwood then issued a
replacement stock certificate in Christy’s name only. Shortly thereafter,
Inwood’s attorney informed Kyle’s attorney that he would “complete the
transfer[] next week.”
But Inwood never completed the transfer. According to Christy,
she decided to revoke her consent to the proposed transfer in March 2016
after realizing that transferring her Inwood shares into the Kyle Trust
would make those shares Kyle’s separate property by gift, which she
could never get back. Christy did not deliver her replacement stock
certificate to Inwood. Instead, she asked Inwood not to proceed with the
transfer, and Inwood did not countersign the agreement she and Kyle
had signed.
II. Procedural History
Kyle, individually and as trustee and beneficiary of the Kyle
Trust, sued Inwood. Kyle alleged that Christy “irrevocably granted” the
Inwood shares to the Kyle Trust when he and Christy signed the KTA,
and he sought a declaration that the Kyle Trust owns the Inwood shares.
Kyle later added a claim for tortious interference, alleging that Inwood
“intentionally interfered with the [KTA]” by convincing Christy to

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“revoke her transfer” of the Inwood shares to the Kyle Trust. Christy
intervened, contesting Kyle’s claim of ownership and asserting that the
Inwood shares remain her separate property. After Christy intervened,
Kyle amended his petition to assert several claims against Christy.
Kyle moved for traditional summary judgment on his breach of
contract and declaratory judgment claims against Inwood and Christy,
arguing that the evidence conclusively established that he owned the
shares and Inwood failed to transfer them to the Kyle Trust. Kyle
described the KTA as “an enforceable and irrevocable agreement to
transfer” the Inwood shares to the Kyle Trust, and he asserted that
Christy “irrevocably gifted and transferred” those shares to him when
she signed the KTA in October 2015.
Inwood moved for traditional and no-evidence summary
judgment on all Kyle’s claims. As relevant here, Inwood argued that the
KTA did not transfer ownership of the Inwood shares to the Kyle Trust
because, when the KTA was executed, “there was absolutely no
intention by [Kyle or Christy] to transfer [the Inwood shares] at that
time. Schedule A expressly states that on the date of execution, the
parties only agreed that there would be a stock transfer at some future
date . . . .” Inwood contended that the KTA’s terms required Inwood’s
“approval” to transfer the shares, which established that such approval
had not been given when the KTA was signed.
With respect to Kyle’s tortious interference claim, Inwood argued
that the information Christy allegedly received from Inwood—that a
transfer to the Kyle Trust would constitute an irrevocable gift of the
shares to Kyle—could not give rise to a tortious interference claim

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because it is “truthful information.” The trial court granted Inwood’s
summary judgment motion (as well as Christy’s 2) without specifying the
grounds and ordered that Kyle take nothing on his claims. After
judgment was rendered, Kyle and Christy settled, and Kyle appealed
only as to his claims against Inwood.
The court of appeals affirmed on all claims except tortious
interference. In reversing the summary judgment on that claim, the
court reasoned that the Texas Supreme Court had not recognized truth
as an affirmative defense to tortious interference with an existing
contract, so neither it nor the trial court could “legitimately recognize,
in the first instance,” that defense. 2023 WL 6547936, at *7. Inwood
petitioned this Court for review.
III. Relevant Law
A. Standard of Review
We review summary judgments de novo. Exxon Mobil Corp. v.
Rincones, 520 S.W.3d 572, 579 (Tex. 2017). When the trial court “does
not specify the grounds it relied upon in making its determination,
reviewing courts must affirm summary judgment if any of the grounds
asserted are meritorious.” Lightning Oil Co. v. Anadarko E&P Onshore,
LLC, 520 S.W.3d 39, 45 (Tex. 2017).

2 As relevant here, Christy argued that she was entitled to summary

judgment on Kyle’s breach of contract claim because her alleged promise to
transfer the Inwood shares was unsupported by consideration, so she was not
contractually obligated to give Kyle any property that she had not already
unconditionally and unequivocally delivered as a gift. Similarly, Christy
argued that she was entitled to summary judgment on Kyle’s declaratory
judgment claim because she never made a completed gift of the shares to Kyle
and she did not intend to give Kyle the Inwood shares when she signed the
KTA.

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Traditional summary judgment is proper if there is no genuine
issue of material fact as to at least one essential element of the cause of
action being asserted and the movant is entitled to judgment as a matter
of law. TEX. R. CIV. P. 166a(c); Lightning Oil, 520 S.W.3d at 45. When
reviewing summary judgment motions, we review the evidence “in the
light most favorable to the non-movant, indulge every reasonable
inference in favor of the non-movant, and resolve any doubts against the
motion.” Lightning Oil, 520 S.W.3d at 45.
Courts ordinarily rule only on the grounds expressly presented in
the summary judgment motion. See TEX. R. CIV. P. 166a(c). Yet we have
said that, while “a trial court errs in granting a summary judgment on
a cause of action not expressly presented by written motion, . . . the
error is harmless when the omitted cause of action is precluded as a
matter of law by other grounds raised in the case.” G & H Towing Co.
v. Magee, 347 S.W.3d 293, 297-98 (Tex. 2011); see also, e.g., Endeavor
Energy Res., L.P. v. Cuevas, 593 S.W.3d 307, 312 (Tex. 2019) (holding
trial court’s grant of summary judgment on an unaddressed claim was
harmless error when the ground on which summary judgment was
sought “applie[d] equally” to the unaddressed claim); Withrow v. State
Farm Lloyds, 990 S.W.2d 432, 437-38 (Tex. App.—Texarkana 1999, pet.
denied) (holding that reversal would be meaningless because the claim
not specifically addressed in the summary judgment motion was
precluded as a matter of law).
B. Tortious Interference with an Existing Contract
The elements of a claim for tortious interference with an existing
contract are “(1) the existence of a contract subject to interference;

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(2) willful and intentional interference; (3) the willful and intentional
interference caused damage; and (4) actual damage or loss occurred.”
Rincones, 520 S.W.3d at 588. With respect to the first element—the
existence of a contract subject to interference—a party cannot recover
for tortious interference unless it possesses “legal rights under
the . . . contract” with which the defendant could have interfered.
Associated Indem. Corp. v. CAT Contracting, Inc., 964 S.W.2d 276, 288
(Tex. 1998); see N. Shore Energy, L.L.C. v. Harkins, 501 S.W.3d 598,
604-05 (Tex. 2016) (concluding that the defendant was not liable for
tortious interference with an option agreement for land when the
plaintiff had no contractual right to the land); Hurlbut v. Gulf Atl. Life
Ins. Co., 749 S.W.2d 762, 767 (Tex. 1987) (noting a tortious interference
claim requires proof that the claimant had a “specific contract right[]”
subject to interference); Anderson v. Archer, 490 S.W.3d 175, 179 (Tex.
App.—Austin 2016) (explaining that a successful claim for tortious
interference with an existing contract “requires evidence of an
enforceable contract right”), aff’d, 556 S.W.3d 228 (Tex. 2018). If the
evidence does not support a finding that the defendant interfered with
the plaintiff’s “legal rights under [an] existing agreement,” then the
plaintiff’s “tortious-interference claim must fail.” El Paso Healthcare
Sys., Ltd. v. Murphy, 518 S.W.3d 412, 422 (Tex. 2017). In addition, we
have said that “inducing a contract obligor to do what it has a right to
do is not actionable interference.” ACS Invs., Inc. v. McLaughlin, 943
S.W.2d 426, 430 (Tex. 1997).

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C. Contracts
If a written instrument is unambiguous, “we can determine the
parties’ rights and obligations under the agreement as a matter of law.”
Id. “In doing so, we look not for the parties’ actual intent but for their
intent as expressed in the written document.” Piranha Partners v.
Neuhoff, 596 S.W.3d 740, 744 (Tex. 2020); see Coker v. Coker, 650 S.W.2d
391, 393 (Tex. 1983). These same principles of construction apply to a
trust agreement—when no ambiguity exists, “[c]onstruction of a trust
instrument is a question of law for the trial court.” Nowlin v. Frost Nat’l
Bank, 908 S.W.2d 283, 286 (Tex. App.—Houston [1st Dist.] 1995, no
writ); see Eckels v. Davis, 111 S.W.3d 687, 694 (Tex. App.—Fort Worth
2003, pet. denied). Whether a contract or other written instrument is
ambiguous is a question of law for the court. Rosetta Res. Operating, LP
v. Martin, 645 S.W.3d 212, 219 (Tex. 2022).
D. Inter vivos trusts
A party can transfer property through an inter vivos trust. Sarah
v. Primarily Primates, Inc., 255 S.W.3d 132, 145 (Tex. App.—San
Antonio 2008, pet. denied). One way to create an express trust is by “a
property owner’s inter vivos transfer of the property to another person
as trustee for the transferor or a third person.” TEX. PROP. CODE
§ 112.001(2). The trustee holds legal title to the trust property, and the
beneficiary holds equitable or beneficial title. See Perfect Union Lodge
No. 10 v. Interfirst Bank of San Antonio, N.A., 748 S.W.2d 218, 220 (Tex.
1988). We aim to “enforce the settlor’s intent as expressed in an
unambiguous trust over the objections of beneficiaries that disagree
with a trust’s terms.” Rachal v. Reitz, 403 S.W.3d 840, 844 (Tex. 2013).

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The grantor can make the transfer of property to an inter vivos trust
subject to a condition precedent that must occur before the transfer is
effective. See Blardone’s Est. v. McConnico, 608 S.W.2d 618, 618 (Tex.
1980).
E. Requirements of common-law gift and transfer of securities
To constitute an effective inter vivos gift under the common law,
we have said that “there must be a delivery of possession of the subject
matter of the gift by the donor to the donee, and a purpose on the part
of the donor to vest in the donee, unconditionally and immediately, the
ownership of the property delivered.” Wells v. Sansing, 245 S.W.2d 964,
965 (Tex. 1952); see Maldonado v. Maldonado, 556 S.W.3d 407, 414-15
(Tex. App.—Houston [1st Dist.] 2018, no pet.) (“To establish the
existence of a gift, the party must prove: (1) intent to make a gift;
(2) delivery of the property; and (3) acceptance of the property.”). The
burden of proving an effective gift is on the alleged recipient.
Maldonado, 556 S.W.3d at 415. Importantly, we have said that “[a] gift
cannot be made to take effect in the future.” Fleck v. Baldwin, 172
S.W.2d 975, 978 (Tex. 1943). Rather, to make a valid gift, “the donor
must, at the time [she] makes it, intend an immediate divestiture of the
rights of ownership out of [herself] and a consequent immediate vesting
of such rights in the donee.” In re Est. of Wright, 482 S.W.3d 650, 657
(Tex. App.—Houston [14th Dist.] 2015, pet. denied) (emphasis added);
see Walker v. Walker, No. 14-16-00357-CV, 2017 WL 1181359, at *5
(Tex. App.—Houston [14th Dist.] Mar. 30, 2017, no pet.) (“Statements to
the effect that a donor is ‘going to give,’ or will give the gift at some later
date, do not show an intent to make a present gift.”).

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The Texas Business and Commerce Code also addresses certain
requirements for effecting a transfer of securities. Section 8.104(a)(1)
provides that “[a] person acquires a security or an interest therein” if
“the person is a purchaser to whom a security is delivered.” TEX. BUS.
& COM. CODE § 8.104(a)(1). A “purchaser” takes by any “voluntary
transaction creating an interest in property,” including by gift. Id.
§ 1.201(29), (30). A certificated security is “delivered,” effectuating a
transfer, when “the purchaser acquires possession of the security
certificate” or when the certificate is indorsed and delivered to a
securities intermediary. Id. § 8.301(a); see id. § 8.304 (describing
indorsement).
IV. Analysis
To recover on his claim for tortious interference with an existing
contract, Kyle must establish that he possessed “legal rights” under the
KTA with which Inwood interfered. Associated Indem. Corp., 964
S.W.2d at 288. He argues that, by signing the KTA, Christy “irrevocably
gifted [the Inwood shares] to” him. Inwood argued in its summary
judgment motion that the KTA unambiguously establishes that Christy
had no present intent to transfer the shares upon signing but rather
expressed an intent to transfer the shares at some future date, and only
if approved by Inwood. We agree with Inwood.
The KTA’s granting clause provides that Christy “hereby
transfers and delivers” to the Kyle Trust “the property described in
Schedule A attached hereto . . . upon the express terms and
conditions . . . hereinafter set forth.” Schedule A contemplates two
transfers to the Kyle Trust. First, it states that “$100.00 cash is the

11
initial property transferred by [Christy].” (Emphasis added.) Next, it
provides that “[u]pon approval by [Inwood], [Christy] intends to transfer
581,658.21 Shares of [Inwood] common stock.” (Emphasis added.) The
text—in particular, the different verb tenses used to describe each
transfer—demonstrates that the KTA operated to immediately transfer
$100 to the Kyle Trust, while the share transfer would take effect in the
future, and only if approved by Inwood. Similarly, describing only the
$100 as the “initial property” indicates that the $100 would be
transferred first and the Inwood shares would be transferred at a later
time if Inwood approved.
This distinction compels the conclusion that the KTA did not
effect a transfer of the Inwood shares to the Kyle Trust. In contrast to
Christy’s unconditional transfer of the initial trust property of $100, the
KTA unambiguously expressed Christy’s intent to condition her transfer
of the Inwood shares on Inwood’s approval. Because that condition was
never satisfied, the shares were never transferred to the Kyle Trust. See
Blardone’s Est., 608 S.W.2d at 618.
Nor can Kyle claim that he or the Kyle Trust acquired the Inwood
shares by gift. The KTA’s plain language contemplates only a future
intention to transfer the shares, not a present gift. See Fleck, 172
S.W.2d at 978 (“A gift cannot be made to take effect in the future . . . .”);
see, e.g., Walker, 2017 WL 1181359, at *6 (finding no present gift
because statements from alleged donor to donee that “he would give him
the property (as opposed to he immediately gives) and that he would
transfer the property” in the future “are not statements of an immediate
gift but rather reflect an intent to give the [property] at some point in

12
the future”); Flores v. Flores, 225 S.W.3d 651, 657 (Tex. App.—El Paso
2006, pet. denied) (finding no present gift when parents offered to give
property to their son when he finished his enlistment in the military
because “the evidence showed at most an intent to make a gift at some
future date”); Thompson v. Dart, 746 S.W.2d 821, 826-27 (Tex. App.—
San Antonio 1988, no writ) (finding no present gift when alleged donor
merely stated that she “was going to give” the property at some future
date). As the share transfer was contemplated to take effect in the
future and conditioned on Inwood’s approval, it lacks the “immediate[]
and unconditional[]” characteristics of a valid gift. Fleck, 172 S.W.2d at
978; cf. Powell v. Powell, 822 S.W.2d 181, 183 (Tex. App.—Houston [1st
Dist.] 1991, writ denied) (finding effective gift of stock where the
certificate conveying the shares was signed by the donor and “it ‘sells,
assigns, and transfers unto [the donee]’ the shares without any
conditions stated” and the donee possessed stock certificates in her
name, signed and delivered by the donor).
Kyle contends that the KTA transferred title of the shares to him
under the common-law rule that “parties can transfer securities without
observing [Section 8.104] formalities if they clearly intend that the
transfer take place.” Dutcher v. Dutcher-Phipps Crane & Rigging, Inc.,
510 S.W.3d 592, 598 (Tex. App.—El Paso 2016, pet. denied). In support
of this argument, Kyle cites Dutcher for this proposition:
As between transferor and transferee, it seems to be the
rule that transfer of title may take place though there is no
delivery of the certificates themselves, nor endorsement of
them, nor transfer of them on the books of the corporation,
and even though the sale be by parol. In each case the
inquiry is [1] whether the minds of transferor and transferee

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met, [2] whether there was an intention that the stock
should then and there be vested in the transferee, and
[3] whether there were acts in the nature of a symbolical
delivery of the property.
Id. at 596 (emphases added) (quoting Greenspun v. Greenspun, 194
S.W.2d 134, 137 (Tex. App.—Fort Worth), aff’d, 198 S.W.2d 82 (Tex.
1946)). Kyle argues that all three requirements have been met via
Christy’s signatures on the KTA. We disagree.
The case on which Dutcher relies, Greenspun, was decided before
the enactment of Business and Commerce Code Section 8.104.
Regardless, neither Dutcher nor Greenspun can alter Section 8.104’s
unambiguous requirements, which Kyle concedes were not met in this
case. See TEX. BUS. & COM. CODE § 8.104(a). If anything, one could
argue (as Inwood did in the trial court) that the passage of
Section 8.104(a) made it the exclusive mechanism by which parties may
transfer securities, to the exclusion of the common-law principles
governing gifts. But we need not and do not reach that question today
because Kyle cannot succeed under either the common law or
Section 8.104(a).
Because the KTA did not immediately and unconditionally vest
Kyle with any “legal rights” to retain the shares under either the
common law or Section 8.104(a), his claim that Inwood tortiously
interfered with his rights to the shares under the KTA must fail.
Associated Indem. Corp., 964 S.W.2d at 288; see El Paso Healthcare Sys.,
518 S.W.3d at 421-22; N. Shore Energy, 501 S.W.3d at 605; Hurlbut, 749
S.W.2d at 767; see also Stroud Prod., L.L.C. v. Hosford, 405 S.W.3d 794,
812 (Tex. App.—Houston [1st Dist.] 2013, pet. denied) (holding that

14
parties asserting a tortious interference claim over rights to receive
overriding royalty interests could not recover because they were “not
legally entitled to” those royalties). 3
Kyle argues that even if a transfer was not effected upon Christy’s
signing the KTA, the KTA’s irrevocability clause operates to render her
intended transfer of the shares an irrevocable gift to the Kyle Trust. We
disagree. The irrevocability clause provides that “[b]y this instrument
[Christy] intends to and does hereby relinquish absolutely and forever
all possession and enjoyment of the trust property.” But whereas the
KTA immediately transferred $100 to the Kyle Trust, making that
“trust property,” the KTA’s terms provide that the Inwood shares would
not become trust property unless and until they were later transferred
“[u]pon approval by” Inwood. Nothing in this irrevocability clause
diminished Christy’s power to decide against transferring the Inwood
shares before they actually were transferred. As Christy retained the
right not to transfer the shares up until the transfer was effected,
Inwood cannot be liable for tortious interference because, even assuming
Inwood suggested to Christy that she should not approve the transfer,
“merely inducing a contract obligor to do what it has a right to do is not
actionable interference.” ACS Invs., 943 S.W.2d at 430.
Our conclusion would not change if we viewed the KTA as a
bilateral contract rather than a gift. As we explained, the Inwood shares

3 Our conclusion is further buttressed by Kyle’s failure to appeal the
trial court’s grant of summary judgment in favor of Inwood and Christy on
Kyle’s claim seeking a declaration that he owns the shares. 2023 WL 6547936,
at *3. This failure waives any challenges associated with Christy’s present
ownership of the Inwood shares.

15
would not become trust property unless and until Inwood approved the
transfer. Indeed, Christy was contractually prohibited via the
shareholder agreement from consummating the transfer without
Inwood’s approval. See Allstate Ins. Co. v. Irwin, 627 S.W.3d 263, 270
(Tex. 2021) (explaining that “an obligation to perform an existing
agreement” can be subject to a condition precedent (quoting Dillon v.
Lintz, 582 S.W.2d 394, 395 (Tex. 1979))); Sun Expl. & Prod. Co. v.
Benton, 728 S.W.2d 35, 37 (Tex. 1987) (concluding that the phrase “15
days after sight and upon approval of title” imposed a condition
precedent to the formation of the contract and, therefore, “title does not
pass . . . until fulfillment of such conditions”); Hohenberg Bros. Co. v.
George E. Gibbons & Co., 537 S.W.2d 1, 3 (Tex. 1976) (explaining that a
condition precedent can relate to formation of a contract or liability
under it and providing that “[c]onditions precedent to an obligation to
perform are those acts or events, which occur subsequently to the
making of a contract, that must occur before there is a right to
immediate performance”).
We conclude that Kyle acquired no contractual right to the
Inwood shares because Inwood never approved their transfer. The sole
evidence Kyle references to support his contention that Inwood
approved the transfer is an email from Inwood’s attorney indicating that
he “will complete the transfer[] next week.” But this is insufficient to
create a fact issue. Indeed, it demonstrates that Inwood had not given
its approval when Christy and Kyle signed the KTA because the email
was sent months after the KTA’s execution. The summary judgment
evidence demonstrates that Christy never delivered her certificate for

16
transfer to Inwood. It is further undisputed that Inwood did not
countersign the shareholder subscription agreement authorizing the
transfer. As Inwood did not approve, Christy’s obligation to transfer did
not arise, and Kyle never acquired a contractual right to the Inwood
shares.
Kyle’s failure to demonstrate a “specific contract right[]” to the
Inwood shares means that his tortious interference claim must fail.
Hurlbut, 749 S.W.2d at 767. 4 Though Inwood did not specifically assert
this absence of a contractual right in the portion of its summary
judgment motion addressing Kyle’s tortious interference claim, any
alleged error in granting summary judgment on that claim would be
harmless because Inwood otherwise moved for summary judgment
based on Kyle’s lack of a contractual right to the shares, so the grounds
asserted elsewhere in Inwood’s summary judgment motion “appl[y]
equally” to the tortious interference claim. Endeavor Energy Res., 593
S.W.3d at 312.
V. Conclusion
Accordingly, without hearing oral argument, the Court grants
Inwood’s petition for review, reverses the court of appeals’ judgment in
part, and reinstates the trial court’s judgment that Kyle take nothing.
See TEX. R. APP. P. 59.1.

OPINION DELIVERED: January 31, 2025

4 Because we conclude that Inwood was entitled to summary judgment
on the tortious interference claim, we need not and do not decide whether
providing truthful information operates as an independent affirmative defense
to a claim for tortious interference with a contract.

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