Citation: Sangani v. Barber, No. 05-24-00237-CV (Tex. App.—Dallas Jan. 13, 2026). Full opinion available by clicking here.

Facts

The dispute arose between former business partners involved in Encore Enterprises. Their relationship was governed by agreements that included profit-sharing arrangements. A promissory note was executed, and Barber sought to recover the full balance of that note. The trial court granted summary judgment in Barber’s favor for the full amount.

Issue

Whether a plaintiff can obtain summary judgment for the full balance of a promissory note when the governing agreements require damages to be calculated under a profit-sharing structure and the plaintiff does not conclusively prove damages under that framework.

Rule

A party moving for summary judgment must conclusively prove both liability and the correct measure of damages. When contracts define how payments are calculated, damages must be proven according to those contractual terms.

Analysis

The appellate court held that the trial court used the wrong measure of damages. Although Barber proved the balance of the promissory note, the controlling agreements required payments to be determined through a profit-sharing structure. Therefore, damages depended on the amount of underpayment under that structure—not the note alone.

Barber failed to present evidence showing that any underpayment equaled the full note balance. Because the evidence did not conclusively establish damages under the correct contractual framework, summary judgment was improper.

The court also emphasized fairness: the parties had not litigated the case under the court’s interpretation of the agreements, so entering judgment without allowing additional evidence would be inappropriate.

Holding

The Fifth Court of Appeals reversed the summary judgment (in relevant part) and remanded the case because damages were not conclusively proven.

Key Quotes

“A movant must conclusively prove the correct measure of damages to be entitled to summary judgment.”

“The evidence must align with the governing contractual framework, not merely a financial instrument.”

Takeaway

Even if liability is clear, summary judgment fails if the plaintiff proves the wrong measure of damages. Always tie damages to the governing contract—not just a related instrument like a promissory note.