In construing a written contract, the court’s primary concern is to ascertain the parties’ true intentions as expressed in the instrument. Forbau v. Aetna Life Ins. Co., 876 S.W.2d 132, 133 (Tex. 1994); Coker v. Coker, 650 S.W.2d 391, 393
Mutual Mistake
A mutual mistake of fact occurs when the parties to a contract have a common intention, but the written contract erroneously reflects the intention due to a mistake on the part of both parties. Lacy v. Ticor Title Ins. Co.,
Integration and Parol Evidence
Absent pleading and proof of ambiguity, fraud, accident or mistake, a written instrument presumes that all prior agreements of the parties relating to the transaction have been merged into the written instrument and, therefore, that it is fully integrated. Weinacht
Breach of Contract
In a claim for breach of contract, a complaining party must show: (1) the parties entered into a contract; (2) the contract created duties; (3) one party breached the duties; and (4) another party sustained damages. Shelton Ins. Agency v.
Fiduciary Duties of Corporate Officers
Corporate officers and directors are fiduciaries and owe fiduciary duties to the corporation for which they work. See International Bankers Life Ins. Co. v. Holloway, 368 S.W.2d 567, 576-77 (Tex. 1963); Imperial Group (Texas), Inc. v. Scholnick, 709 S.W.2d 358,