No Negligence, No Notice

Salt and Light Energy Equipment, L.L.C. v. Origin Bancorp, Incorporated asked whether Texas’s fair notice rules for indemnity clauses — the express negligence doctrine and the conspicuousness requirement — reach a bank’s ordinary fee-shifting provision. The Fifth Circuit affirmed the summary judgment and attorney’s fee award for Origin Bank, holding that “the fair notice requirements do not apply because SNLEE did not bring a negligence claim” against the bank.

SNLEE argued that its claims under the Texas Business and Commerce Code’s good faith and ordinary care provisions were negligence-based and should have triggered fair notice. The court disagreed, noting Section 1.304 imposes a duty of good faith, not ordinary care, and that Origin sought fees only for defeating SNLEE’s good-faith and business-disparagement claims rather than for its own wrongdoing — making the arrangement, in the court’s words, “a contractual fee shifting agreement” that SNLEE did not show was unenforceable. No. 25-11272 (July 20, 2026)