Full opinion text
OPINION KEM THOMPSON FROST, This is a double appeal of a complex securities fraud and conspiracy case in which a jury rendered a multi-million-dol-lar verdict in favor of three Texas investors and against a New York law firm. A fourth investor recovered nothing. The trial court reduced the amounts of the jury awards for the successful plaintiffs and entered final judgment against the law firm. All parties appeal. At issue are statutory claims alleging violations of state securities laws, conspiracy, common-law fraud, and statutory fraud. The resolution of many of these issues turns on the conflicts-of-law analysis. We find the trial court should have applied New York law instead of Texas law to the fraud-based claims. After reviewing the issues raised under applicable law, we reverse and render, in part, and reverse and remand, in part. I. Overview of Parties and Claims A. Parties Appellees and cross-appellants, Robert Moody, Jr., Harry J. Briscoe, Robert H. Williams, and Bruce Payette, the plaintiffs in the trial court (collectively, the “Investors”), are Texans who invested in a food technology venture known as Integrated Food Technologies Corporation (“IFT”). The Investors based their claims in this case on their investments in this failed enterprise. Appellant, Greenberg Traurig of New York, P.C. (“Greenberg Traurig”), one of several defendants in the trial court, is a national law firm, based in New York. IFT retained Greenberg Traurig to perform various legal services on its behalf. The Greenberg Traurig attorneys who were principally involved in this legal representation, Robert Kirshenberg and Stephen Weiss, were originally named as defendants. These individual attorneys successfully challenged the trial court’s jurisdiction over them and the claims against them were dismissed due to lack of personal jurisdiction. B. Facts IFT is a Delaware corporation formed to “design, develop, and market biotech indoor aquaculture production and processing facilities,” which essentially entailed raising fish in technologically-advanced tank facilities. IFT had two facilities in operation, one located in Pennsylvania and one in Maine. The Pennsylvania facility served as IFT’s headquarters. IFT’s founder, Jack Summers (“J.Summers”), professed to be an international marketing strategist with a history of marketing food technology systems and products. J. Summers was IFT’s Chairman and Chief Executive Officer (“CEO”). His son, Robert Summers (“R.Summers”) was Director of Operations for IFT. Greenberg Traurig’s Representation of IFT In 1995, Robert Kirshenberg was a litigation associate in Greenberg Traurig’s New York office. Kirshenberg, who owned a very small amount of stock in IFT, approached J. Summers about the possibility of Greenberg Traurig representing IFT. Although no attorney-client relationship resulted at that time, the following year IFT retained Greenberg Trau-rig as its corporate counsel. In November 1996, Greenberg Traurig agreed to represent, IFT “in connection with both the Company’s general corporate affairs and a proposed initial public offering, together with other attendant corporate and [Securities and Exchange Commission] matters.” A public offering requires securities to be registered with a governmental agency. Both registered and unregistered securities have disclosure requirements to potential investors; however, registered securities also require audited financial statements. The accounting firm of Arthur Andersen began serving as IFT’s independent auditor in mid-1996, but very shortly thereafter decided to discontinue the relationship. One of Greenberg Trau-rig’s first duties once retained to represent IFT in the fall of 1996 was to try to convince Arthur Andersen to reconsider its decision to withdraw as independent auditor for IFT. Arthur Andersen had agreed in June 1996, to audit IFT’s financial statements as of March 31, 1996. However, in October 1996, Arthur Andersen resigned as IFT’s independent auditor, stating that J. Summers had failed to disclose a recent judgment against him in Mississippi for conversion of corporate funds. Despite Greenberg Traurig’s efforts to convince the accounting firm to stay on board as IFT’s independent auditor, Arthur Andersen would not reconsider its decision to terminate its relationship with the company. IFT also asked the recently-retained Greenberg Traurig to assist the company’s management in preparing for an annual shareholders meeting to be held on November 23, 1996. Greenberg Traurig helped edit the script of the presentation IFT’s management would make at the shareholders meeting. With regard to the Arthur Andersen matter, Greenberg Trau-rig suggested that the IFT board tell the shareholders, “We have encountered some difficulty with the Andersen group and are exploring a number of ways to proceed with them or another big 6 firm.” No mention was made of the Mississippi judgment or the reason Arthur Andersen terminated its relationship with IFT. By the end of 1996, IFT had hired a new independent auditor — the accounting firm of Párente, Randolph, Orlando, Carey & Associates (“Párente Randolph”) — to complete the audit originally begun by Arthur Andersen. In January 1997, IFT also hired the law firm of Gross, McGinley, LeBarre & Eaton (“Gross McGinley”), apparently replacing Greenberg Traurig, as the company’s corporate counsel. Green-berg Traurig, however, continued to represent IFT in a trademark litigation matter. Compliance with Securities Laws and Rescission Offer to IFT Investors About that time, issues arose as to whether IFT’s stock had been issued in compliance with securities laws. A company like IFT could begin with the private placement of unregistered shares of stock to an unlimited number of accredited investors and a limited number of unaccredited investors, and later undertake an initial public offering to register the shares and sell them publicly. In a letter to Párente Randolph, dated February 24, 1997, Gross McGinley, IFT’s new corporate counsel, opined that IFT stock “may have been issued without compliance with or exemption from securities registration or disclosure acts.” IFT asked Gross McGinley to take action to bring the company into compliance with securities laws. In the spring of 1997, IFT’s financial statements for the fiscal year ending March 31, 1996, were issued disclosing IFT’s past noncompliance with securities law, and stating the “ultimate outcome in this matter cannot be determined at this time.” Due to these securities compliance issues, it appeared that IFT might need to present a rescission offer to existing shareholders in order to bring IFT into compliance with the securities laws. This remedial action stemmed from J. Summers’ sales of IFT shares in violation of a permanent injunction the Securities and Exchange Commission (“SEC”) had issued against him in 1981, enjoining him from selling unregistered securities. These developments prompted IFT to again seek legal advice, this time from Ellsworth, Wiles & Chaplain (“Ellsworth Wiles”), a Philadelphia law firm retained in May 1997, to serve as IFT’s “securities attorneys in connection with a rescission offer to some or all of IFT’s stockholders.” These developments were significant because any sales in violation of the SEC permanent injunction against J. Summers would not only raise serious compliance issues, but also would jeopardize IFT’s plans for an initial public offering. Within a few months, Ellsworth Wiles concluded that IFT would have to make a rescission offer to current shareholders. In a July 7, 1997 memorandum, attorney Gerald Chal-phin of Ellsworth Wiles suggested that IFT should set aside more than $16 million to cover the cost of the rescission offer. Greenberg Traurig denied any knowledge of Ellsworth Wiles’ estimate for the rescission offer. The Texas Investors In mid-October 1997, the investment banking firm of Donaldson, Lufkin & Jen-rette (“DLJ”) was engaged to underwrite an initial public offering for IFT. In late October 1997, appellee Robert Moody, Jr., an accredited investor, toured IFT’s facility in Pennsylvania as a prospective investor in the company. J. Summers urged Moody to purchase IFT stock, telling him that DLJ was about to underwrite an initial public offering. In mid-October 1997, J. Summers sent Moody copies of draft IFT financial statements for 1997, stating, ‘We do not expect any major changes.” A few days later, IFT’s new auditors, Cogen Sklar, L.L.P., sent a draft auditor’s report to R. Summers. Note 16 of the report indicated that IFT stock “may have been issued without compliance with or exemption from certain securities registration or disclosure acts.” Cogen Sklar further explained it was “unable to express, and we do not express, an opinion on the financial statements.” Within a few more days, J. Summers sent Moody selected pages from Cogen Sklar’s draft auditor’s report. The bottom of each page sent to Moody stated: “The accompanying notes are an integral part of these financial statements.” However, J. Summers excluded the page containing the notes from the pages he gave Moody. Thus, Moody did not receive the pages from the report stating that the stock had not been issued in compliance with securities regulations. On October 29, 1997, after touring IFT’s Pennsylvania facility and meeting with J. Summers, Moody purchased $600,000 in IFT shares. Greenberg Traurig was not involved in, and claimed to know nothing about, Moody’s dealings with J. Summers. In December 1997, appellee Harry Bris-coe, an accredited investor, purchased $30,000 worth of unregistered IFT shares. Although DLJ had terminated its agreement with IFT, J. Summers represented to Briscoe that the securities firm was going to underwrite IFT’s initial public offering, which J. Summers represented was imminent. J. Summers sent Briscoe a copy of the draft prospectus. Greenberg Traurig was not involved in, 'and claimed to know nothing about, Briscoe’s dealings with J. Summers, his investment in IFT, or the prospectus on which he claimed to have relied. In February 1998, appellee Robert Williams, an accredited investor, purchased his IFT shares for $27,500. Williams first heard of IFT when Briscoe spoke to him about it in the fall of 1997. Briscoe provided Williams with a videotape and a copy of the draft prospectus. Bris-coe told Williams that J. Summers had represented to him that an initial public offering was imminent. Williams relied on the same prospectus Briscoe had reviewed. Preparation for an Initial Public Offering During 1997, Ellsworth Wiles continued to serve as IFT’s “securities attorneys.” In early November 1997, Kirshenberg wrote R. Summers a letter, in which he reviewed the scope of Greenberg Traurig’s work for IFT, and stated, among other things, that Greenberg Traurig “remained] eager to assist you in finding an appropriate underwriter or other source of capital.” In December 1997, IFT asked Greenberg Traurig to introduce IFT to investment bankers in furtherance of its goal of an initial public offering. With the IFT stock rescission offer still an issue, on December 9, 1997, Gerald Chalphin of Ellsworth Wiles then opined that the rescission offer would cost IFT $110,000. No mention was made of the previously suggested $16 million figure necessary to cover the liability for the rescission offer as set forth in Chalphin’s July 7,1997 memorandum. In January 1998, IFT issued its annual report for the fiscal year ending March 31, 1997. As in the report for the fiscal year ending in March 1996, Cogen Sklar, IFT’s independent auditor, explained that IFT’s stock might not have been issued in compliance with certain securities regulations. However, the report further explained, “The Company estimates that the potential cost associated with this matter will be less than $110,000, but does not believe that this outcome is probable.” Though Cogen Sklar explained in the annual report that the problem could be resolved for $110,000, it did not mention the previous $16 million estimate. Meanwhile, Greenberg Traurig was seeking to expand the scope of its representation of IFT and had introduced the accounting firm, Ernst & Young, to IFT as a potential independent auditor. During the course of conducting its due diligence on IFT, Ernst & Young learned of the 1981 SEC injunction against J. Summers. In February 1998, Ernst <& Young informed Kirshenberg and Greenberg Trau-rig of the injunction. Given J. Summers’ problems with the SEC, Greenberg Trau-rig told J. Summers that in order for an initial public offering to proceed, J. Summers should step down as CEO of IFT and place his shares in a non-voting trust. J. Summers’ Resignation as CEO of IFT and Appointment to Executive Committee In April 1998, a letter was sent to shareholders informing them that J. Summers was stepping down as IFT’s CEO, but that he would remain with IFT to continue efforts to market its technology system, and that “[a] new CEO and management organization [would] take over the day-today operations of the company.” However, the April 27, 1998 IFT board meeting minutes reflect that the board authorized the creation of the “Executive Committee to run the daily operations of the company.” The Executive Committee was to be chaired by J. Summers. Although J. Summers was supposed to have put his IFT shares in a non-voting trust, that never happened. Greenberg Traurig denied any knowledge of J. Summers’ secret role in running IFT. Maine Litigation In May 1998, IFT, J. Summers, and R. Summers were sued in the United States District Court in Maine for, among other claims, selling unregistered securities in violation of Maine securities laws. Kir-shenberg settled the lawsuit on behalf of IFT. Kirshenberg testified that he became aware of J. Summers’ selling of IFT stock during the Maine lawsuit in late spring or early summer 1998. Loans from Bank of Pennsylvania In the meantime, Greenberg Traurig had continued its efforts to secure financing for IFT. In August 1998, with the assistance of Greenberg Traurig, IFT obtained a secured loan in the amount of $750,000 and a secured line of credit in the amount of $500,000 from the Bank of Pennsylvania. IFT defaulted on the loan just two months later in October 1998, and the bank foreclosed on the collateral. IFT’s Bankruptcy Greenberg Traurig was pursuing the possibility of an initial public offering for IFT until October 1998, when Tyler Car-lucci, who was then CEO of IFT, informed Dan Moran, another IFT officer, that he had discovered a list of more than 1,000 IFT shareholders — more shareholders than are legally permitted for a nonpublic company. Carlucci concluded that IFT was not in compliance with federal securities laws. Carlucci and Moran also discovered J. Summers had not paid value for his IFT shares. They met with IFT’s directors to address these serious matters, but ultimately IFT could not be salvaged. Carlucci and Moran eventually sought Chapter 11 bankruptcy protection for IFT in November 1998. No initial public offering was ever made. C. The Investors’ Claims The Investors brought suit in a state district court in Galveston, Texas, against J. Summers, R. Summers, Pegasus Enterprises, Cogen Sklar, IFT, two of IFT’s directors (Phil Templeman and Elaine Templeman), Greenberg Traurig, and two of the law firm’s attorneys (Kirshenberg and Weiss). The claims against R. Summers, Cogen Sklar, Weiss, and Kirshen-berg were dismissed after the granting of their special appearances. J. Summers, the Templemans, IFT, and Pegasus Enterprises failed to appear at trial. The Investors sought to recover against Greenberg Traurig for alleged violations of the Texas Securities Act and also asserted claims based on statutory fraud, common-law fraud, and civil conspiracy. The Investors claim that Greenberg Traurig assisted J. Summers in defrauding them by fading to disclose the law firm’s alleged knowledge of the following: • In 1981, the SEC enjoined J. Summers from selling unregistered securities. • A judgment had been taken against J. Summers in Mississippi for conversion of corporate funds. • IFT and J. Summers had been sued in federal court in Oklahoma “related to the acquisition” of IFT stock and had paid to settle that lawsuit. • IFT and J. Summers had been sued in federal court in Maine for selling unregistered securities in violation of Maine law. • J. Summers had been granted a discharge in bankruptcy. • Predecessor companies also founded by J. Summers — AquaTech International, Ltd. and Nutritech Systems, Ltd. — had both failed. • No initial public offering could ever be made because J. Summers had been selling unregistered securities in violation of the SEC injunction. • IFT had too many shareholders for a nonpublic corporation. II. Jury Findings and Trial Court Judgment The jury found Greenberg Traurig liable for (1) violations of the Texas Securities Act — directly as a seller, and indirectly as a control person and in materially aiding a seller, (2) common-law fraud, (3) statutory fraud (including by clear and convincing evidence of Greenberg Traurig’s actual awareness of the fraud), and (4) civil conspiracy (including by clear and convincing evidence that Greenberg Traurig acted with malice). Breaking the statutory cap on exemplary damages, the jury further found Greenberg Traurig had secured the execution of a document by deception and had committed commercial bribery. The trial court’s final judgment awarded Moody actual damages of $690,090 and prejudgment interest of $193,225.20 against Greenberg Traurig and all other defendants, jointly and severally. Moody was also awarded exemplary damages of $20,702,700 against Greenberg Traurig. Briscoe was awarded actual damages of $30,000 and prejudgment interest of $8,400 against Greenberg Traurig and all other defendants, jointly and severally. Briscoe was also awarded exemplary damages of $900,000 against Greenberg Traurig. Williams was awarded actual damages of $27,500 and prejudgment interest of $7,700 against Greenberg Traurig and all other defendants, jointly and severally, and exemplary damages of $825,000 against Greenberg Traurig. The final judgment further ordered that Moody, Briscoe, and Williams recover from Greenberg Traurig attorney’s fees of $1,611,500 for preparation and trial, plus $325,260 for expenses, $190,000 for appeal to the court of appeals, and $85,000 for appeal to the Texas Supreme Court. Although the jury awarded Moody $20,702,700, Briscoe $900,000, and Williams $825,000 in actual damages for common-law fraud, the trial court did not award those amounts, but instead reduced those amounts in its final judgment. The jury failed to find in favor of Bruce Pay-ette on any of his claims against Green-berg Traurig. We will address issues relating to those awards in our consideration of Bruce Payette’s cross-appeal. III. Conflicts of Laws Whether to apply Texas, Pennsylvania, or New York law to the Investors’ claims is a pivotal issue in this case. The trial court applied Texas law to all claims. Greenberg Traurig claims that the trial court erred in applying Texas law because New York law should govern the fraud-based claims. The Investors argue there was no error but that we need not even reach this issue because Greenberg Trau-rig waived any complaint about the application of Texas law by failing to properly preserve error for appellate review. A. Preservation of Error The Investors assert Greenberg Traurig has waived its contention that New York law should apply to this case. After reviewing the record, we disagree and find that Greenberg Traurig adequately preserved this issue for appeal. In the trial court, Greenberg Traurig asserted the application of New York law in many ways: • by arguing New York law applied in its motion for summary judgment, which the trial court denied, specifically stating that “Texas law applies in all aspects of this matter”; • by making conflicts-of-laws arguments in its trial brief regarding applicable attorney disciplinary rules; • by making oral arguments to the trial court during trial that New York disciplinary rules applied to New York attorneys; • through charge conference objections to the application of Texas law, which the trial court overruled; • by requesting the trial court to take judicial notice of all conflicts-of-laws issues presented, which the trial court did; • by arguing for the application of New York law at the hearing on the motion to enter judgment (directly after receiving the jury’s verdict), which arguments the trial court again rejected; and • by setting forth the conflicts-of-laws arguments in its consolidated post-trial motion, which the trial court denied. To preserve an issue for appellate review, a party must make its complaint known to the trial court by a timely request or objection that is specific enough for the trial court to be aware of the complaint and then receive a ruling from the trial court. Tex.R.App. P. 33.1. We find Greenberg Traurig’s conflicts-of-laws arguments were properly preserved for appellate review. Accordingly, we now turn to the merits of these arguments. B. Applicable Law A court must make a conflicts-of-laws decision only when the case is connected with more than one state and the laws of the states in question differ on one or more points in issue. See Weatherly v. Deloitte & Touche, 905 S.W.2d 642, 650 (Tex.App.-Houston [14th Dist.] 1995, writ dism’d w.o.j.), leave granted, mand. denied, 951 S.W.2d 394 (Tex.1997) (holding burden is on party asserting application of foreign law to first show existence of true conflict of laws and then demonstrate which law should apply; in absence of such showing, it is presumed other states’’ laws are same as Texas law). Because this is such a case, our task is to determine which state’s law — Texas, Pennsylvania, or New York — should govern the Investors’ claims. Standard of Review The issue of which state’s law governs is a question of law for the court to decide. Torrington Co. v. Stutzman, 46 S.W.3d 829, 848 (Tex.2000). Therefore, we review de novo the trial court’s decision to apply Texas law. See Minnesota Mining & Mfg. Co. v. Niskika Ltd., 955 S.W.2d 853, 856 (Tex.1996). General Discussion In Texas, when there is a conflict of laws, the method for determining the applicable law is the “most significant relationship” test contained in the Restatement (Second) of Conflicts of Laws. Hughes Wood Prods., Inc. v. Wagner, 18 S.W.3d 202, 205 (Tex.2000). Generally speaking, in determining conflict-of-laws issues, Texas courts focus their examination on which state has the most meaningful connections with and interests in the parties and the transactions. The various contacts are to be evaluated according to their relative importance with respect to the particular issue at hand. Id. This Restatement methodology requires a separate conflict-of-laws analysis for each issue in a case. . The claims in this case may be grouped into two categories: (1) fraud-based claims and (2) conspiracy claims. Although Greenberg Traurig challenges the application of Texas law to the fraud-based claims, it asserts no differences in the substantive law of New York and Texas applicable to the Investors’ conspiracy claims. Accordingly, with respect to the conspiracy claims, we need not conduct a conflict-of-laws analysis; instead, we may presume New York law is the same as Texas law. See Weatherly, 905 S.W.2d at 650. Thus, we apply Texas law to the conspiracy claims and conduct a conflict-of-laws analysis for the fraud-based claims. Fraud-Based Claims The starting point for any conflict-of-laws decision is the Restatement (Second) of Conflicts of Laws Section 6. See Restatement (Second) of Conflicts of Laws § 6 (1971). The factors relevant to our application of the “most significant relationship” test are drawn from Section 6(2), which provides a list of the following general factors: (a) the needs of the interstate and international systems; (b) the relevant policies of the forum; (c) the relevant policies of other interested states and the relative interests of those states in the determination of the particular issue; (d) the protection of justified expectations; (e) the basic policies underlying the particular field of law; (f) the certainty, predictability, and uniformity of result; and (g) the ease in the determination and application of the law to be applied. Id. More particularized factors are found in other relevant sections of the Restatement. The contacts to be considered in applying the Section 6 principles to an issue in tort are found in Section 145. See Restatement (Second) of Conflicts of Laws § 145. This section states: (1) The rights and liabilities of the parties with respect to an issue in tort are determined by the local law of the state which, with respect to that issue, has the most significant relationship to the occurrence and the parties under the principles stated in § 6. (2) Contacts to be taken into account ... to determine the law applicable to an issue include: (a) the place where the injury occurred, (b) the place where the conduct causing the injury occurred, (c) the domicile, residence, nationality, place of incorporation, and place of business of the parties, and (d) the place where the relationship, if any, between the parties is centered. Id. A third provision of the Restatement, Section 148, applies to actions to recover pecuniary damages for fraud or misrepresentation. See Restatement (Second) of Conflict of Laws § 148. Although the Texas Supreme Court has not yet applied this section, this court and other intermediate appellate courts have done so in determining the governing law in fraud and misrepresentation cases. See Tracker Marine, L.P. v. Ogle, 108 S.W.3d 349 (Tex. App.-Houston [14th Dist.] 2003, no pet.); Scottsdale Ins. Co. v. National Emergency Servs., Inc., — S.W.3d -, -, No. 01-02-00929-CV, 2004 WL 1688540, at *7 (Tex.App.-Houston [1st Dist.] 2004, no pet. h.). The Restatement factors set forth in Section 145 for general torts are very similar to those listed in Section 148 for fraud and misrepresentation. Scottsdale Ins. Co., at-, 2004 WL 1688540, at *7. The factors under Section 148 include: (a) the place where the plaintiff acted in reliance upon the defendant’s representations; (b) the place where the plaintiff received the representations; (c) the place where the defendant made the representations; (d) the domicile, residence, nationality, place of incorporation and place of business of the parties; (e) the place where a tangible thing which is the subject of the transaction between the parties was situated at the time; and (f) the place where the plaintiff is to render performance under a contract which he has been induced to enter by the false representations of the defendant. Restatement (Second) of Conflicts of Laws § 148(2). The comments to Section 148(2) of the Restatement describe contacts (a), (b), (c), and (d) as the “more important of these contacts.” Id. at cmt. e. “If any two of the above-mentioned contacts, apart from the defendant’s domicile, state of incorporation, or place of business, are located wholly in a single state, this will usually be the state of the applicable law with respect to most issues.” Id. at cmt. j; see also Tracker Marine, L.P., 108 S.W.3d at 356. The contacts in this case fall in three states — Texas, Pennsylvania, and New York. Contacts (a) and (b) point to Pennsylvania and Texas. Contact (c) points only to New York. Contact (d) points to both Texas and New York.. Contact (e) points to Pennsylvania. Contact (f) has mixed results. However, most of the conduct upon which the Investors’ claims are based occurred in New York. This is significant because when evaluating fraud-based claims to determine governing law, the principal focus is where the conduct occurred. See Restatement (Second) of Conflict of Laws §§ 145,148. In the trial court the Investors asserted a variety of allegations against a number of different parties. Some of the allegations were aimed at IFT and its principals, with whom the Investors had personal contact and direct dealings, while other allegations were aimed at defendants like Greenberg Traurig, with whom the Investors had no contact and no direct dealings. This important distinction greatly impacts the conflict-of-laws analysis. The Investors allege that Greenberg Traurig made affirmative misrepresentations concerning IFT’s financial condition, J. Summers’ “legal woes,” the “bona fides of IFT’s management,” and IFT’s “ability to go,public.” The gist of these allegations is that Greenberg Trau-rig made it possible for IFT to continue the illusion that an initial public offering would occur and that Greenberg Traurig “made unlawful selling possible” by preparing documents and otherwise helping to construct an illusory initial public offering that J. Summers used as a “major selling tool.” To the extent Greenberg Traurig made misrepresentations concerning these matters, it made them from its offices in New York. These representations were not directed to Texas. Except for one visit to Pennsylvania, whatever Greenberg Trau-rig did, it did in New York. Though some events significant to the Investors’ claims as they relate to the other defendants occurred outside New York, these events did not occur in Texas but in Pennsylvania. The Investors allege that in late October 1997, Moody toured IFT’s facility in Pennsylvania, where J. Summers urged him to invest in IFT by telling him that DLJ was about to underwrite an initial public offering. J. Summers made similar representations to Briscoe, who purchased IFT shares and then passed the IFT draft prospectus along to Williams, who also invested. Funds (checks and wire transfers) for these purchases of IFT shares were sent to Pennsylvania, although they originated in Texas. The only other conduct relating to Texas is that IFT and its principals traveled to Nacogdoches, Texas, for an IFT presentation, but that trip was made long before IFT retained Greenberg Traurig. Because the Investors’ claims against Greenberg Traurig must be evaluated separately and without dependence on claims against the other defendants, these Texas contacts have little, if any, impact on the eonflict-of-laws decision. Even if they did, it is clear that these contacts with Texas were neither more numerous nor more qualitatively significant than either the New York or the Pennsylvania contacts. Pennsylvania’s contacts include the location of IFT’s headquarters and main operating facility where Moody decided to invest. With respect to the claims against Greenberg Traurig, however, New York has the dominant contacts with the parties and the particular events in issue. New York is the home state of Greenberg Trau-rig. Most of the conduct in question occurred in New York and substantially all of Greenberg Traurig’s activities vis a vis IFT occurred in New York. None occurred in Texas. The Texas contacts are relatively few, the principal one being that it is the home state of the Investors. Significantly, all of the events relating to the Investors’ claims against Greenberg Traurig occurred outside of Texas. To the extent that harm occurred in Texas and the injured parties resided in Texas, Texas may have an interest in assuring that these individuals secure redress for any damages suffered. The relative strength of this interest, however, depends on the balance of policies struck by the relevant tort laws. See Restatement (Second) of Conflicts of Laws § 145 cmt. c. Generally, the state where the act or omission occurs has a real interest in applying its law in order to implement the state’s regulatory policy as reflected in that law. Securities fraud is an area of the law regulated by statute. Because New York’s securities statutes reflect its regulatory policies, New York has a strong and substantial interest in the application of its laws in furtherance of those policies. Id. at § 6(c). Greenberg Traurig’s connections to New York are significant and strongly support New York’s substantial interest in seeing its law apply to the Investors’ fraud claims. By choosing to apply Texas law instead of New York law, the trial court did not recognize New York’s substantial interest in regulating fraudulent conduct occurring in New York. Cf. id. at § 145 cmt. e (“If the primary-purpose of the tort rule involved is to deter or punish misconduct, ... the state where the conduct took place may be the state of dominant interest ...”). The Restatement counsels that in tort cases, the expectations of the parties are less significant than in contract cases. See id. at § 145 cmt. b. However, to the extent this consideration factors into the analysis, it points to New York law. The individuals investing in IFT had a reasonable expectation that New York law would govern any transaction because the draft prospectus on which the Investors rely to support their fraud allegations states that New York law would govern. Although the Investors point to Moody’s Stock Purchase Agreement, which contains a Texas choice-of-law provision, their reliance on this contract is misplaced because it governs only this agreement, to which Greenberg Trau-rig was not a party. Therefore, this choice-of-law provision cannot be enforced against Greenberg Traurig. See Restatement (Second) Conflicts of Law § 187 (setting forth factors when parties have chosen law of state “to govern their contractual rights and duties”); In re J.D. Edwards World Solutions Co., 87 S.W.3d 546, 549 (Tex.2002) (involving “the contracting parties’ choice of law”) (emphasis added). It is apparent from, the Investors’ pleadings that their claims against Greenberg Traurig arose from conduct centered in, or directed to, New York. The professional services the law firm provided were performed in New York. The law firm’s participation in meetings and activities with other actors implicated in the fraud and conspiracy allegations (e.g., J. Summers and IFT) also occurred in New York. The written communications from Greenberg Traurig alleged to be part of the fraud and conspiracy emanated from the law firm’s offices in New York. No conduct of Green-berg Traurig occurred in, or was directed to, Texas. Consequently, the New York lawyers involved in these transactions would have had no reasonable expectation that Texas law would govern their conduct. Because the Investors were aware that they were dealing with non-Texans and because Greenberg Traurig had no equivalent awareness of the Texas Investors, considerations of fairness and protection of the reasonable expectations of the parties point to the application of New York law. Although the Investors are Texans, there is little other connection with Texas. Most of the original defendants are residents of New York or Pennsylvania. The meetings and communications between the Investors and one or more alleged conspirators took place outside of Texas. The accounting firms that served or were requested to serve as independent auditors of IFT (Arthur Anderson, Parente-Ran-dolf, Cogen Sklar, and Ernst & Young), as well as the investment banking group, and the securities corporations (DLJ, Bear Stearns & Co., Inc., and Josephthal & Co., Inc.), were based in New York or Pennsylvania. IFT’s facilities were located in Pennsylvania and Maine. Given that the conduct alleged to have caused the Investors’ injuries occurred mostly in New York and, to a lesser extent, in Pennsylvania, the Texas interests are attenuated and far less significant given the relevant considerations. It is New York, as the locus of most of the alleged fraudulent acts and as Greenberg Traurig’s principal place of business, that has the greatest interest in fashioning the penalty imposed by the tort system. Greenberg Traurig performed no attorney services for IFT in Texas. Its attorneys were not licensed to practice law in Texas. More importantly, the locus of their allegedly tortious conduct was not in Texas. The Investors’ fraud claims against Greenberg Traurig are based largely on the law firm’s alleged duty to disclose IPT’s fraudulent conduct — a duty the Investors claim arose from Greenberg Trau-rig’s attorney-client relationship with IFT. These claims hinge almost entirely on the notion that by failing to disclose alleged fraud by its client, IFT, Greenberg Trau-rig violated a fiduciary duty it owed as attorneys for IFT. The breach of fiduciary duty, if any, arose from acts or omissions in New York, where Greenberg Traurig’s offices were located and its attorneys practiced law. It is New York, not Texas, that has the keen interest in disciplining attorneys practicing law in New York. New York’s strong interest in regulating the conduct of its lawyers, and the undeniable connection between that interest and the issues in this case, outweigh any interest Texas might have vis a vis the Investors’ fraud-based claims. This strongly suggests that New York has a more significant relationship to this particular issue. Generally speaking, tort law policies influence standards and procedures used to determine liability, fix compensation, and deter tortious conduct. The differing degrees of interest that the states have in addressing tort law policies necessarily impact the conflict-of-laws analysis. The trial court did not recognize New York’s strong interest in seeing that New York attorneys are properly regulated in accordance with New York law, opting instead to look to Texas law on professional misconduct. Texas has no policy or interest in regulating the communications occurring in New York between New York lawyers and their non-Texas clients, nor any interest in defining the ethical requirements for attorney-client disclosures in New York. Likewise, Texas has no interest in applying its law in order to implement the policy reflected in New York’s disciplinary rules or other law governing the conduct of New York lawyers practicing in New York. Fairness is a significant consideration in the conflict-of-laws analysis. A court should not apply its own law, even when the forum state has an interest in it doing so if the application of the forum state’s law would be unfair to the party against whom it is to be applied. Clearly, it would be unfair to apply the rules of professional conduct governing Texas lawyers to New York lawyers who are neither licensed in Texas nor practicing in the state. The selection of New York law for the Investors’ fraud claims based on an alleged fiduciary duty arising out of an attorney-client relationship furthers the relevant factors stated in Section 6 of the Restatement. Applying these factors, it is manifest that the law of New York, not Texas, should govern the Investors’ fraud claims that are based on a fiduciary duty owed by New York lawyers to then clients. Under the “most significant relationship” test, Texas lacks the contacts with, or interests in, the litigation that could support a finding that it has the most significant relationship. While it is arguable that Texas has some relationship to the transactions at issue, it does not have the dominant or most significant relationship necessary to displace the law of New York. Though Texas has some interest in seeing that harms occurring within its borders are redressed, the actions and omissions of Greenberg Traurig did not occur in Texas. In any event, this interest must yield when another state, such as New York, has a more significant relationship to the matters in dispute. The factors delineated in Section 6, to which Section 148(1) refers, on balance point to the application of New York law. Considering all of the factors, Texas’ interest is far less compelling than that of New York. The contacts with New York are greater in number and are more qualitatively significant than those of Pennsylvania or Texas. Both the volume and weight of contacts point toward New York law. Having fully considered the interests of Texas, Pennsylvania, and New York in light of the relevant factors, we conclude that New York has the most significant relationship to the transactions and to the parties. New York law should therefore govern the Investors’ fraud-based claims. Accordingly, we hold that the trial court erred in applying Texas substantive law to the Investors’ fraud-based claims. IV.New York Blue Sky Laws Greenberg Traurig asserts the Investors cannot maintain a private statutory claim for securities fraud under New York law. We agree. New York’s Blue Sky Laws, commonly known as the Martin Act, prohibit various fraudulent and deceitful practices in the distribution, exchange, sale, and purchase of securities. CPC Int’l, Inc. v. McKesson Corp., 70 N.Y.2d 268, 519 N.Y.S.2d 804, 806—07, 514 N.E.2d 116, 118 (1987) (citing Gen. Bus. Law § 352-c). However, unlike the Texas Securities Act, New York’s Martin Act provides for neither an express nor an implied private claim. Pahmer v. Greenberg, 926 F.Supp. 287, 302 (E.D.N.Y.1996), affd sub. now, Shapiro v. Cantor, 123 F.3d 717 (2d Cir.1997); Cohen v. Prudential-Bache Secs., Inc., 713 F.Supp. 653, 664 (S.D.N.Y. 1989); CPC Int’l, Inc., 519 N.Y.S.2d at 807, 514 N.E.2d at 118. Instead, New York courts have observed that the purpose of Section 352-c of the Martin Act was to create a statutory mechanism in which the Attorney General would have broad regulatory and remedial powers to prevent fraudulent securities practices by investigating and intervening at the first indication of possible securities fraud on the public and, thereafter, if appropriate, to commence civil or criminal prosecution; and that consistency of purpose with the statute includes consistency with this enforcement mechanism. CPC Int’l, Inc., 519 N.Y.S.2d at 807, 514 N.E.2d at 119. Thus, the Investors cannot maintain a statutory claim for securities fraud under New York law. Accordingly, we sustain this issue. V.Statutory Fraud Greenberg Traurig also argues that, with the application of New York law, the Investors cannot maintain a claim for statutory fraud under Texas law. We agree. The jury found Greenberg Traurig liable for statutory fraud under Section 27.01 of the Texas Business and Commerce Code. See Tex. Bus. & Com.Code Ann. § 27.01 (Vernon 2002). However, in light of our determination that New York law governs this case, the Investors cannot maintain a statutory claim under Section 27.01 of the Texas Business and Commerce Code. Therefore, we sustain this issue. VI.Common-Law Fraud Greenberg Traurig further asserts it had no duty under New York law to make certain disclosures and, thus, cannot be held liable for common-law fraud. The jury charge on fraud was based on the alleged failure to disclose a material fact. The fraud question further instructed the jury that the duty to disclose a material fact could be based on one of two circumstances. The first is a fiduciary relationship. With respect to a fiduciary relationship, the jury charge provided that a duty to disclose may arise in the following circumstance: If a relationship of trust and confidence exists between the plaintiff and defendant. Such a relationship exists if the plaintiff justifiably expects the defendant to act in the plaintiffs best interest. A plaintiffs subjective trust and feelings alone do not justify transforming arm’s length dealings into a relationship of trust and confidence. To impose such a relationship in a business transaction, the relationship must exist prior to, and apart from, the agreement made the basis of the suit. With regard to the second circumstance, applicable in the case of an attorney, based on Rule 4.01(b) of the Texas Disciplinary Rules of Professional Conduct, the jury charge stated: In representing a client, a lawyer may not knowingly fail to disclose a material fact to a third person when disclosure is necessary to avoid making the lawyer a party to a criminal act or knowingly assisting a fraudulent act perpetrated by a client. A. No Duty to Disclose Greenberg Traurig asserts that under New York law, it is not liable for common-law fraud because attorneys have no duty to disclose a client’s fraud to a third party in the absence of an attorney-client relationship with the third party. To establish fraudulent concealment under New York law, the plaintiff must show (1) the defendant failed to disclose material information that it had a duty to disclose; (2) the defendant intended to defraud the plaintiff thereby; (3) the plaintiff reasonably relied upon the representation; and (4) the plaintiff suffered damages as a result of the reliance. Stolow v. Greg Manning Auctions, Inc., 258 F.Supp.2d 236, 248 (S.D.N.Y.2003) (quoting Bermuda Container Line Ltd. v. International Longshoremen’s Assoc., AFL-CIO, 192 F.3d 250, 258 (2d Cir.1999) (quoting Ban-que Arabe et Internationale D’lnvestissement v. Maryland Nat’l Bank, 57 F.3d 146,153 (2d Cir.1995))). A claim of fraud based on fraudulent omission can be maintained only when the defendant had a duty to disclose the omitted material information. Frontier-Kemper Constructors, Inc. v. American Rock Salt Co., 224 F.Supp.2d 520, 529 (W.D.N.Y.2002); Schlaifer Nance & Co. v. Estate of Warhol, 927 F.Supp. 650, 660 (S.D.N.Y.1996), aff'd, 119 F.3d 91 (2d Cir.1997); Morin v. Trupin, 711 F.Supp. 97, 103 (S.D.N.Y.1989). Under New York law, a duty to disclose in a business transaction arises in three circumstances: (1) when one party makes a partial or incomplete statement that requires clarification; (2) when the parties are in a fiduciary or confidential relationship; and (3) when one party possesses superior knowledge, not readily available to the other, and knows that the other is acting on the basis of mistaken knowledge. Banque Arabe et Internationale D’lnves-tissement, 57 F.3d at 155; Brass v. American Film Techs., Inc., 987 F.2d 142, 150 (2d Cir.1993); Stolow, 258 F.Supp.2d at 248; Manley v. AmBase Corp., 126 F.Supp.2d 743, 755-56 (S.D.N.Y.2001). “Historically, fiduciary relationships include: trustee to beneficiary; guardian to ward; agent to principal; attorney to client; executor to legatees or beneficiaries; partner to partner; corporate directors or officers to the corporation; majority shareholders to other shareholders; and bailor to bailee.” Langford v. Roman Catholic Diocese of Brooklyn, 177 Misc.2d 897, 900 n. 8, 677 N.Y.S.2d 436, 438 n. 8 (N.Y.Sup.Ct.1998), aff'd, 271 A.D.2d 494, 705 N.Y.S.2d 661 (N.Y.App. Div.2000) (citations omitted). No fiduciary relationship exists between attorneys and third parties in the absence of a contractual relationship between them. Alpert v. Shea, Gould, Climenko & Casey, 160 A.D.2d 67, 73, 559 N.Y.S.2d 312, 315 (N.Y.App.Div.1990). A fiduciary relationship may also exist when one party reposes confidence in another and reasonably relies on the other’s superior expertise or knowledge. WIT Holding Corp. v. Klein, 282 A.D.2d 527, 529, 724 N.Y.S.2d 66, 68 (N.Y.App.Div.2001); see also In re Windsor Plumbing Supply Co., 170 B.R. 503, 525 (Bankr.E.D.N.Y.1994) (explaining “[fiduciary relationship is one founded on trust or confidence reposed by one person in the integrity and fidelity of another”). Generally, an arms-length business transaction does not give rise to a fiduciary duty absent extraordinary circumstances. ESI, Inc. v. Coastal Power Prod. Co., 995 F.Supp. 419, 434 (S.D.N.Y.1998); K.M.L. Labs., Ltd. v. Hopper, 830 F.Supp. 159,168 (E.D.N.Y.1993); see also WIT Holding Corp., 282 A.D.2d at 529, 724 N.Y.S.2d at 68 (observing that even though plaintiff and defendant had socialized on several occasions, were business acquaintances, and had worked together on a joint project while part owners of, and working for, different brokerage firms, arm’s-length transaction was at issue and therefore no fiduciary relationship existed). Though a confidential relationship may arise between parties to a business relationship, “the requisite high degree of dominance and reliance must have existed prior'to the transaction giving rise to the alleged wrong, and not as a result of it.” Societe Nationale D’Explditation Industrielle Des Tabacs Et Allumettes v. Salomon Bros. Int’l Ltd., 251 A.D.2d 137, 138, 674 N.Y.S.2d 648, 649 (N.Y.App.Div.1998), appeal denied, 95 N.Y.2d 762, 715 N.Y.S.2d 215, 738 N.E.2d 363 (N.Y.2000); Elghani-an v. Harvey, 249 A.D.2d 206, 671 N.Y.S.2d 266 (N.Y.App.Div.1998). Greenberg Traurig did not serve as counsel to the Investors and shared no attorney-client relationship with them. Thus, there was no formal fiduciary relationship between the Investors and Greenberg Traurig giving rise to a duty to disclose. To prevail on a fraud claim premised on a fiduciary duty to disclose in the absence of a formal fiduciary relationship, the Investors must establish that an informal fiduciary relationship existed. However, the Investors have not shown that they had any relationship with Green-berg Traurig prior to and apart from their purchase of the IFT stock. Therefore, because no fiduciary relationship, either formal or informal, existed between the parties, Greenberg Traurig had no duty to disclose on that basis. If there is no fiduciary relationship, a party has a duty to disclose only when one party has superior knowledge not readily available to the other party. Ceribelli v. Elghanayan, 990 F.2d 62, 64 (2d Cir.1993). A duty to disclose based on superior knowledge “ ‘ordinarily arises only in the context of business negotiations where parties are entering a contract.’ ” Stolow, 258 F.Supp.2d at 248 n. 13 (quoting Ray Larsen Assocs., Inc. v. Nikko Am., Inc., 1996 WL 442799, at ⅜5 (S.D.N.Y. Aug.6, 1996)). A duty to disclose will not be imposed unless there is evidence the defendant was on notice that the plaintiff was acting upon a mistaken belief based on inferior information. Morin, 711 F.Supp. at 103 (quoting Beneficial Commercial Corp. v. Murray Glick Dat-sun, Inc., 601 F.Supp. 770, 773 (S.D.N.Y. 1985)). Under New York law, an attorney has no duty to disclose knowledge that his client is making a fraudulent statement to a third party when there is no attorney-client relationship between the attorney and the third party. Schlaifer Nance & Co., 927 F.Supp. at 661; see also Calcutti v. SBU, Inc., 273 F.Supp.2d 488, 494 (S.D.N.Y.2003) (stating that without independent duty to disclose, mere inaction does not amount to substantial assistance for aider and abettor liability; lawyers do not have duty to “blow the whistle” on their clients); Morin, 711 F.Supp. at 113 (holding that claim by third party that attorneys did not “blow whistle on their clients” does not constitute actionable aiding and abetting); King v. George Schonberg & Co., 233 A.D.2d 242, 243, 650 N.Y.S.2d 107, 108 (NYApp. Div.1996) (holding that in absence of fiduciary relationship between plaintiff and brother’s attorneys giving rise to duty to disclose, attorneys’ silence did not amount to substantial assistance required for aider or abettor liability in fraud). More specifically, a law firm is not under an ethical obligation to disclose what knowledge it might have concerning its client’s alleged impending fraud. National Westminister Bank USA v. Weksel, 124 A.D.2d 144, 148, 511 N.Y.S.2d 626, 630 (NY.App.Div.), appeal denied, 70 N.Y.2d 604, 519 N.Y.S.2d 1027, 513 N.E.2d 1307 (NY.1987). Indeed, New York Disciplinary Rule 4-101(C)(3) “provides only that ‘A lawyer may reveal ... the intention of his client to commit a crime ...’” Id. at n. * (quoting Code of PROf’l Responsibility, DR 4-101(C)(3)) (emphasis in original). Thus, under New York law, Greenberg Traurig was under no duty to make any such disclosures to the Investors in the absence of an attorney-client relationship between the law firm and the Investors. B. No Private Claim for Violation of Disciplinary Rules The court’s charge also allowed the jury to find a duty to disclose based on disciplinary rules. Although the violation of the Code of Professional Responsibility may lead to disciplinary proceedings against an attorney, it does not provide a private claim against an attorney under New York law. Hashemi v. Shack, 609 F.Supp. 391, 397 (S.D.N.Y.1984); Shapiro v. McNeill, 92 N.Y.2d 91, 677 N.Y.S.2d 48, 50, 699 N.E.2d 407, 409 (N.Y. 1998); Weintraub v. Phillips, Nizer, Benjamin, Krim & Ballon, 172 A.D.2d 254, 568 N.Y.S.2d 84, 85 (NYApp.Div.1991); Brainard v. Brown, 91 A.D.2d 287, 289, 458 N.Y.S.2d 735, 736 (NY.App.Div.1983), overruled on other grounds by Santulli v. Englert, Reilly & McHugh, P.C., 164 A.D.2d 149, 563 N.Y.S.2d 548 (NYApp. Div.1990). Thus, there is no liability for an attorney to third parties outside the traditional tort or contract claims. See Drago v. Buonagwrio, 46 N.Y.2d 778, 413 N.Y.S.2d 910, 911, 386 N.E.2d 821, 822 (N.Y.1978) (“the courts have not recognized any liability of the lawyer to third parties therefor where the factual situations have not fallen within one of the acknowledged categories of tort or contract liability”); Crandall v. Bernard, Overton & Russell, 133 A.D.2d 878, 879, 520 N.Y.S.2d 237, 238 (N.Y.App.Div.1987), appeal dism’d, denied, 70 N.Y.2d 940, 524 N.Y.S.2d 672, 519 N.E.2d 618 (N.Y.1988) (noting that New York does not recognize liability of lawyer to third parties where factual situation does not fall within one of acknowledged categories of tort and contract liability). Therefore, even if Green-berg Traurig had violated a New York disciplinary rule, the Investors still would not be able to maintain a claim for common-law fraud based on such a violation. We conclude that under New York law, the Investors cannot maintain a fraud claim against Greenberg Traurig for not disclosing any past fraud allegedly committed by IFT or for not revealing that IFT allegedly intended to commit fraud. We sustain this issue. VII. CONSPIRACY We now address the Investors’ allegations that Greenberg Traurig conspired to commit fraud. Under Texas law, the elements of civil conspiracy are (1) a combination of two or more persons; (2) an object to be accomplished (an unlawful purpose or a lawful purpose by unlawful means); (3) a meeting of the minds on the object or course of action; (4) one or more unlawful, overt acts; and (5) damages as the proximate result. Insurance Co. ofN. Am., 981 S.W.2d at 675. A. Specific Intent “ ‘[C]ivil conspiracy requires specific intent’ to agree ‘to accomplish an unlawful purpose or to accomplish a lawful purpose by unlawful means.’ ” Juki v. Airington, 936 S.W.2d 640, 644 (Tex.1996) (quoting Triplex Communications, Inc. v. Riley, 900 S.W.2d 716, 719 (Tex.1995)). The gist of civil conspiracy is the injury the conspirators intended to cause. Firestone Steel Prods. Co. v. Barajas, 927 S.W.2d 608, 614 (Tex.1996). Thus, proof of a joint intent to engage in the conduct that ■resulted in the injury is not sufficient to establish civil conspiracy. See Juki, 936 S.W.2d at 644. Moreover, the parties must be aware of the harm or the wrongful conduct at the beginning of the combination or agreement; parties cannot agree, expressly or tacitly, to commit a wrong about which they have no knowledge. Firestone Steel Prods. Co., 927 S.W.2d at 614; Schlumberger Well Surveying Corp. v. Nortex Oil & Gas Corp., 435 S.W.2d 854, 857 (Tex.1968). Jury Charge Greenberg Traurig contends the trial court erroneously omitted the specific intent requirement from the jury charge and, therefore, the Investors were not required to prove that Greenberg Traurig specifically intended to cause an injury or that it agreed to any unlawful conduct. In instructing the jury on conspiracy, the trial court stated: A conspiracy is a combination of two or more persons to commit an unlawful act or to commit a lawful act by unlawful means. To be part of a conspiracy, the conspirator and another person or persons must have had knowledge of, agreed to, and intended a common objective or course of action that resulted in damages to one or more of the Plaintiffs. One or more persons involved in the conspiracy must have performed some act or acts to further the conspiracy. Greenberg Traurig complains the charge allowed the jury to conclude that Green-berg Traurig could be part of a conspiracy involving two or more defendants as long as it shared any “common objective or course of action,” including a lawful one, “that resulted in damages to one or more of the [Investors]” even if Greenberg Traurig did not intend such a result. Greenberg Traurig, however, did not object at trial to the lack of specific intent in the jury charge. To preserve error, a party must timely object to the submission of an improper question, instruction, or definition. Tex.R. Civ. P. 274. Greenberg Traurig has not cited to any objection it lodged regarding the jury question on conspiracy. Moreover, our review of the record does not reveal that any such objection was raised in the trial court. Therefore, we find Greenberg Traurig has waived this complaint on appeal. See Melendez v. Exxon Corp., 998 S.W.2d 266, 281 (Tex.App.-Houston [14th Dist.] 1999, no writ) (holding appellant, who neither raised objection to instruction during charge conference nor obtained ruling, failed to preserve complaint for appellate review). Legal Sufficiency Greenberg Traurig also complains the evidence is legally insufficient to support the jury’s finding on conspiracy to defraud. When reviewing the legal sufficiency of the evidence, we' consider only the evidence and inferences tending to support the jury’s findings, and disregard all contrary evidence and inferences. Wal-Mart Stores, Inc. v. Canchola, 121 S.W.3d 735, 739 (Tex.2003) (per curiam). A no-evidence challenge will be sustained when (1) the record discloses a complete absence of evidence of a vital fact; (2) the court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact; (3) the evidence offered to prove a vital fact is no more than a scintilla; or (4) the evidence conclusively establishes the opposite of the vital fact. Uniroyal Goodrich Tire Co. v. Martinez, 977 S.W.2d 328, 334 (Tex.1998). A no-evidence point will be rejected if more than a scintilla of evidence supports the finding. Canchola, 121 S.W.3d at 739. More than a scintilla of evidence exists if the evidence furnishes some reasonable basis for differing conclusions by reasonable minds about the existence of a vital fact. Rocor Int’l, Inc. v. National Union Fire Ins. Co. of Pittsburgh, P.A., 77 S.W.3d 253, 262 (Tex.2002). Greenberg Traurig claims it cannot be held liable for conspiracy based on the failure to disclose client confidences. Under Texas law, an attorney can be held liable for conspiracy to defraud if he knowingly agrees to defraud a thud person. Mendoza v. Fleming, 41 S.W.3d 781, 787 (Tex.App.-Corpus Christi 2001, no pet.); Quemer v. Rindfuss, 966 S.W.2d 661, 666 (Tex.App.-San Antonio 1998, pet. denied); Bernstein v. Portland Savs. & Loan Ass’n, 850 S.W.2d 694, 706 (Tex.App.-Corpus Christi 1993, writ denied), overruled on other grounds by Crown Life Ins. Co. v. Casteel, 22 S.W.3d 378 (Tex.2000); LiJcover v. Sunflower Terrace II, Ltd., 696 S.W.2d 468, 472 (Tex.App.-Houston [1st Dist.] 1985, no writ). When an attorney, acting for his client, participates in fraudulent activities, his conduct is “foreign to the duties of an attorney.” Poole v. Houston & T.C. Ry. Co., 58 Tex. 134, 137 (1882). “Evidence of an attorney’s knowledge of the fraudulent nature of his and others’ actions and intent to share in the fruits of that fraud can defeat a claim that the attorney was ignorant of fraud and acting solely at the clients’ direction and can expose the attorney to liability for conspiracy to defraud.” Bernstein, 850 S.W.2d at 706. However, mere knowledge and silence are not sufficient to establish conspiracy. Id. Instead, because of the attorney’s duty to preserve client confidences, there must be some indication that the