TX STATETexas Supreme Court
2010

Solar Applications Engineering, Inc. v. T.A. Operating Corp.

327 S.W.3d 104Texas Supreme Court • Decided 2010Remanded

HOLDING

Solar, a general contractor, sued for final payment after substantially completing a truck stop project. The owner refused to pay, claiming Solar didn't provide a lien-release affidavit and arguing this was a required condition for payment. Texas Supreme Court ruled that lien-release provisions are promises (covenants), not conditions that block payment. A contractor who substantially performs can recover the contract balance even without a lien release, though the owner can still sue for damages caused by unpaid liens.

KEY FINDINGS

Lien Waiver

Lien-release requirements in contracts are not deal-breakers—they're enforceable promises, not gates to payment. Substantial performance still entitles you to final payment.

Lien Rights

If an owner withholds final payment claiming you didn't release liens, you can still sue for breach of contract and recover what you're owed, minus any legitimate defects.

Retention

Protect yourself by understanding the difference: owners can sue you for damages from liens, but they can't use a missing lien release to block your entire final payment claim.

FULL COURT OPINION