Civil Conspiracy
A theory of vicarious liability in tort under which two or more persons who agree to accomplish an unlawful purpose, or a lawful purpose by unlawful means, become jointly and severally liable for the resulting harm. Texas treats civil conspiracy as a derivative tort, there must be an underlying tort that one of the conspirators committed; conspiracy alone is insufficient. The Texas Supreme Court reaffirmed this framework in Agar Corp. v. Electro Circuits International, LLC, 580 S.W.3d 136 (Tex. 2019).
Civil conspiracy is a theory of vicarious liability under which persons who agree to accomplish an unlawful purpose (or a lawful purpose by unlawful means) become jointly and severally liable for the harm that results. The doctrine extends liability for an underlying tort beyond the direct tortfeasor to co-conspirators who participated in the planning even if they did not personally commit the wrongful act. Texas treats civil conspiracy as a derivative tort, there must be a viable underlying tort, and one of the conspirators must have committed it.
The five elements
Massey v. Armco Steel articulates the five elements of civil conspiracy: (1) two or more persons; (2) an object to be accomplished; (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. The "meeting of the minds" element requires more than parallel conduct or shared interests, proof of an actual agreement, express or tacit, to engage in the conduct.
The derivative-tort requirement
Agar Corp. v. Electro Circuits International (Tex. 2019) is the controlling modern statement of the derivative-tort doctrine. The Texas Supreme Court held that civil conspiracy is not a stand-alone cause of action but a derivative one, recovery requires (1) a viable underlying tort that one of the conspirators committed; and (2) participation by the alleged co-conspirator in the agreement to commit it. If the underlying tort fails (because of statute of limitations, immunity, lack of duty, etc.), the conspiracy claim fails with it. Agar also confirmed that the limitations period for conspiracy runs from the underlying tort's accrual, not from the conspiracy as a separate cause of action.
Common applications
Texas civil-conspiracy claims typically attach to: (1) fraud, co-conspirators in a scheme to defraud; (2) tortious interference, multiple parties coordinating to interfere with a business relationship; (3) misappropriation of trade secrets; (4) conversion; (5) fraudulent transfers in commercial litigation; (6) breach of fiduciary duty, claims against third parties who knowingly assist a fiduciary in breaching duty. The claim is particularly valuable when the direct tortfeasor is judgment-proof or unavailable but co-conspirators have assets.
The "intracorporate conspiracy" doctrine
Texas applies a limited form of the "intracorporate conspiracy" doctrine: agents of a single corporation generally cannot conspire with the corporation itself or with each other when acting within the scope of their corporate duties. Multiple-defendant civil-conspiracy claims that name only a corporation and its officers are vulnerable to dismissal unless the plaintiff can plead conduct outside the scope of corporate duties or involving non-corporate actors. The doctrine is narrower than its federal antitrust counterpart but operates similarly in many cases.
Pleading standards
Texas pleading standards for civil conspiracy require specific allegations: (1) identifying the parties to the agreement; (2) describing the meeting of the minds with sufficient specificity; (3) tying the conspiracy to a viable underlying tort; (4) alleging the overt act and proximate causation. Conclusory allegations of "conspiring" or "acting in concert" are insufficient. Federal courts applying Texas law in diversity have applied the same particularity requirements; vague conspiracy allegations are routinely dismissed under Rule 12(b)(6) or Rule 91a.
For Texas commercial plaintiffs, civil conspiracy is most valuable when the direct tortfeasor is judgment-proof or has fled, but co-conspirators with assets remain available. Best practice: (1) confirm the underlying tort is viable before pleading conspiracy, failure of the underlying tort is fatal; (2) plead the meeting of the minds with specificity; (3) avoid intracorporate-conspiracy traps by including non-corporate or extra-corporate-scope conduct; (4) calendar limitations from the underlying tort, not separately. For defendants, the principal defenses are (1) attacking the underlying tort; (2) invoking intracorporate conspiracy; (3) challenging the meeting-of-the-minds element on parallel-conduct grounds; (4) statute-of-limitations on the underlying tort.