Afshani v. Spirit SPE Portfolio

Case: 23-11187 Document: 77-1 Page: 1 Date Filed: 05/22/2025

United States Court of Appeals for the Fifth Circuit ____________ United States Court of Appeals Fifth Circuit

No. 23-11187

FILED May 22, 2025 ____________

Lyle W. Cayce Shahram Afshani, Clerk Plaintiff—Appellant, versus

Spirit SPE Portfolio 2006-1, L.L.C.; SMTA Shopko

Portfolio I, L.L.C.; Spirit Realty Capital,

Incorporated,

Defendants—Appellees. ______________________________

Appeal from the United States District Court for the Northern District of Texas USDC No. 3:19-CV-1421 ______________________________

Before Jones and Oldham, Circuit Judges, and Hendrix, District Judge. *

Per Curiam: **

Seasoned distressed-real-estate investor Shahram Afshani bought two commercial properties from a group of interrelated companies. On Afshani’s Case: 23-11187 Document: 77-1 Page: 2 Date Filed: 05/22/2025

No. 23-11187 telling, the sellers’ agent assured him that the properties’ tenant was finan- cially solid and would pay rent for years. That turned out to be false: The tenant was on the verge of bankruptcy and—Afshani alleges—the sellers knew it. Afshani sued the sellers under Texas law for fraudulent inducement and concealment. Without reaching the merits of the fraud claims, the dis- trict court granted summary judgment to the sellers because the purchase agreements contained binding waiver-of-reliance clauses, which defeat fraud claims as a matter of law.

We have carefully reviewed the briefs, the record, and the district court’s careful application of Texas law to this dispute. And for substantially the reasons given in the district court’s opinion, the judgment is AFFIRMED. The request to reassign the case on remand is DENIED AS MOOT.