Background and Procedural Posture

Fiberwave, Inc. sued AT&T Enterprises, LLC asserting claims for tortious interference with contract, defamation, and business disparagement. AT&T moved for partial summary judgment, arguing that the limitation-of-liability provision in the parties' 2022 Alliance Program Agreement—specifically Section 18.6—barred all three tort claims as a matter of law. The motion was granted in part and denied in part.

The Contractual Language at Issue

Section 18.6 of the Agreement provides that upon termination pursuant to the Agreement's termination rights, neither party will be liable to the other "for damages of any kind or character whatsoever arising from such termination," whether on account of lost profits, expenditures, investments, commitments, or "any other cause or thing whatsoever." The provision contains an exception preserving "the rights or liabilities of the parties with respect to activities prior to such termination."

The Court's Interpretation: Damages, Not Acts

The court rejected AT&T's argument that Fiberwave's tort claims are barred under Section 18.6 because they arise from AT&T's termination of the Agreement. The critical distinction, the court held, is not whether AT&T's complained-of acts arose from the termination, but whether Fiberwave's damages did. This framing shifted the analytical focus from the causal origin of AT&T's conduct to the causal origin of Fiberwave's alleged harm.

The Breadth of 'Arising From'

AT&T's argument turned on the scope of the phrase "arising from such termination." The court acknowledged that under Texas law, similar phrases like "arise out of" denote a broad causal relationship. Citing Yowell v. Granite Operating Co., 620 S.W.3d 335, 353 (Tex. 2020), the court noted that such phrases "simply require[] showing a causal connection or relation." The Business Court has previously 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).

However, the court also recognized the inherent breadth of but-for causation, noting that it "has in itself no limiting principle; it literally embraces every event that hindsight can logically identify in the causative chain." Plains Exploration & Production Co. v. Torch Energy Advisors Inc. The opinion's analysis suggests the court was not prepared to adopt an interpretation of Section 18.6 that would sweep so broadly as to bar any claim with any causal connection to the termination event.

Significance

The court's holding that Section 18.6 does not bar Fiberwave's claims establishes an important interpretive principle: contractual bars on damages "arising from" termination require courts to examine whether the damages themselves—not merely the defendant's conduct—arose from the termination. This distinction may preserve tort claims based on post-termination conduct even where that conduct would not have occurred but for the termination. The opinion leaves open questions about what damages would be considered to "arise from" termination under this framework, as the source text does not reach the court's ultimate conclusions on the individual tort claims or other provisions of the limitation-of-liability clause.