Bombardier Aerospace Corp. v. Spep Aircraft Holdings, LLC

recognizing that “[t]here may also be a duty to disclose” absent a confidential or fiduciary relationship | noting that an informal fiduciary relationship may be formed “from a moral, social, domestic or purely personal relationship of trust and confidence” (quotation omitted) | stating that an expert’s testimony is conclusory when the expert asserts a conclusion with no basis | holding that limitation-of-liability clause barred punitive damages award | acknowledging the possibility of a duty to disclose absent a confidential or fiduciary relationship without mentioning an arm’s-length transaction requirement | listing elements of fraud by nondisclosure, including that “the defendant deliberately failed to disclose material facts” | recognizing a duty to disclose based on partial disclosure | stating, with regard to expert testimony, “This Court has said that ‘conclusory testimony cannot support a 6 Scintilla means a spark or trace. Scintilla, Black’s Law Dictionary (10th ed. 2014 | sustaining argument that, even if plaintiffs could recover on their fraud claim, they were not entitled to punitive damages because the parties had agreed to a damages-limitation clause in a limited warranty | recognizing reliance element of fraud by non-disclosure | reciting reliance on the nondisclosure as element of fraud by nondisclosure | courts must respect and enforce –11– terms of contract parties have freely and voluntarily made | “[P]laintiffs have the burden of proof to establish their case by a preponderance of the evidence.” | “[P]laintiffs have the burden of proof to establish their case by a preponderance of the evidence.” | “A party may challenge an expert’s testimony as conclusory, making a no-evidence challenge, even when the party did not object to its admissibility at trial.” | “[T]he parties bargained to limit punitive damages, and we must hold them to that bargain.” | “Fraud by non-disclosure…occurs when a party has a duty to disclose certain information and fails to disclose it.” | “An expert’s testimony is conclusory when the expert asserts a conclusion with no basis.” | case involved aircraft purchase, agreement between the parties, and an alleged fiduciary duty | “Exemplary, or punitive, damages are not compensatory and are designed to punish the defendant for outrageous or morally culpable conduct and to deter the defendant and others from engaging in the same behavior in the future.” | “[I]n certain circumstances a contract’s terms may preclude a claim for fraudulent inducement with ‘a clear and specific disclaimer-of-reliance clause.’” (quoting Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 332 (Tex. 2011)) | “We have long recognized the strongly embedded public policy favoring freedom of contract. And, absent a compelling reason, courts must respect and enforce the terms of a contract that the parties have freely and voluntarily made.” (citations omitted) | “We have long recognized the strongly embedded public policy favoring freedom of contract. And, absent a compelling reason, courts must respect and enforce the terms of a contract that the parties have freely and voluntarily made.” (citations omitted) | “An agreement creating a power of attorney creates a fiduciary relationship.” | “An agreement creating a power of attorney creates a fiduciary relationship.” | addressing damages awarded for a fraud by non-disclosure claim | upholding damages for diminution in value of repaired aircraft | “Limitation-of-liability clauses, however, are generally valid and enforceable.” | discussing the court of appeals’s decision