Agar Corp., Inc. v. Electro Circuits International, LLC, 580 S.W.3d 136 (Tex. 2019); Tex. Civ. Prac. & Rem. Code §§ 16.003(a), 16.004
Civil conspiracy in Texas — a theory of liability, with the underlying tort's deadline
A claim in Texas district and county courts · Last verified August 26, 2026
Civil conspiracy is how a plaintiff reaches the people behind the person who did the damage. It makes every conspirator jointly and severally liable for the underlying tort, whether or not they personally committed the act.
What it is not is a claim of its own. Kill the underlying tort and the conspiracy dies with it — and since Agar Corp., Inc. v. Electro Circuits International, LLC, 580 S.W.3d 136 (Tex. 2019), the limitations period comes from that underlying tort rather than from a flat two-year rule.
What the claim is
Two or more people agreed on a course of action, one of them committed a tort in carrying it out, and you were injured.
Where the right comes from
Common law. The elements come from Massey v. Armco Steel Co., 652 S.W.2d 932 (Tex. 1983); the limitations rule from Agar.
What a plaintiff has to prove
- Two or more persons.
- An object to be accomplished.
- A meeting of the minds on the object or course of action.
- One or more unlawful, overt acts.
- Damages as a proximate result.
Massey, 652 S.W.2d at 934.
The meeting of the minds is the element that defeats most of these claims. Texas requires proof that the defendants were aware of the harm or wrongful conduct at the outset and agreed to it. Parallel conduct, a shared interest, or a business relationship is not an agreement.
It is derivative — and that decides everything
Agar settled a question that had divided the courts of appeals for years: civil conspiracy is a theory of vicarious liability, not a standalone tort.
Three consequences follow.
The underlying tort must be proved. A conspiracy to do something that is not tortious is not actionable.
The limitations period is the underlying tort's. Before Agar, most courts applied a flat two-year period on the theory that conspiracy was its own tort. Agar held the period "must coincide with that of the underlying tort" — so a conspiracy to commit fraud runs four years under CPRC § 16.004(a)(4), while a conspiracy to convert property runs two under CPRC § 16.003(a).
The remedies are the underlying tort's. Fees are available only if the underlying claim carries them. Exemplary damages are available only if the underlying tort supports them.
How long you have to file
Whatever period governs the underlying tort. Common pairings:
| Underlying tort | Period |
|---|---|
| Fraud | Four years — § 16.004(a)(4) |
| Breach of fiduciary duty | Four years — § 16.004(a)(5) |
| Conversion | Two years — § 16.003(a) |
| Tortious interference | Two years — § 16.003(a) |
| Trade secret misappropriation | Three years — § 16.010 |
What has to happen before you file
Nothing.
What the claim pays
The damages caused by the underlying tort, recoverable from every conspirator jointly and severally. That is the whole point: a defendant who has money can be reached for a judgment earned against one who does not.
Exemplary damages, where the underlying tort supports them, subject to CPRC § 41.008.
Attorney's fees only if the underlying claim carries them.
Who can be sued
Each conspirator, including those who committed no overt act themselves.
Not a corporation and its own agents. Under the intracorporate conspiracy doctrine, a company cannot conspire with its own employees acting within the scope of their employment — there is only one legal actor.
Proving the agreement
This is the element that decides most conspiracy claims, and Texas sets a real standard for it.
A meeting of the minds means the defendants agreed on the object or the course of action. Texas requires proof that each conspirator was aware of the harm or the wrongful conduct at the outset and agreed to it. A defendant who joined a venture without knowing what was planned has not conspired.
What is not enough:
- parallel conduct — two competitors doing the same thing at the same time;
- a business or family relationship between the defendants;
- knowledge that another party was behaving badly, without agreement;
- benefiting from someone else's wrong.
What can be enough: circumstantial evidence of coordination, communications showing a shared plan, and conduct that makes sense only as part of a scheme. Direct evidence of an agreement is rare, and Texas does not require it.
Common defenses
- No underlying tort. Fatal, and the most common reason these claims fail.
- No meeting of the minds. Knowledge of the plan is required, not merely of the relationship.
- Intracorporate conspiracy — a company and its agents are one actor.
- Limitations, on the underlying tort's period.
- No damages beyond those already recovered on the underlying claim.
What people get wrong
Conspiracy adds defendants, not damages. It does not increase the recovery; it increases who can be made to pay it.
The deadline is not two years by default. Agar changed that in 2019, and older cases saying otherwise no longer state the rule.
Agreement means agreement on the wrong. Doing business with someone who turns out to be a fraudster is not a conspiracy to defraud.
A company cannot conspire with itself. Naming a corporation and its own officers as conspirators usually fails.
Where it came from
Civil conspiracy came into Texas law as a means of extending liability, and for decades it carried an awkward hybrid status — courts described it as a tort while treating it as a theory of vicarious liability, and applied a two-year limitations period on the strength of the first description.
Agar in 2019 resolved the tension by following the logic through. If conspiracy is derivative, then its limitations period must be derivative too, and a plaintiff cannot shorten or lengthen the time to sue on a fraud by relabelling it. The decision effectively extended the deadline for a large class of conspiracy claims built on four-year torts.
Common questions
How long do I have to sue for civil conspiracy in Texas?
Whatever period applies to the underlying tort — four years for a conspiracy to commit fraud, two for a conspiracy to convert property.
Is conspiracy its own claim?
No. It is a theory of vicarious liability that depends on an underlying tort.
Can I recover attorney's fees?
Only if the underlying claim provides for them.
What do I have to prove about the agreement?
A meeting of the minds on the object or course of action, with awareness of the wrongful conduct. Parallel behaviour is not enough.
Can I sue a company and its own executives as conspirators?
Generally no. Under the intracorporate conspiracy doctrine they are treated as a single actor.
What does conspiracy get me that the underlying claim does not?
Joint and several liability — the ability to collect the whole judgment from any conspirator.
Where these rules live
- CPRC § 16.003 — Two-year limitations period
- CPRC § 16.004 — Four-year limitations period
- CPRC § 16.010 — Trade secret misappropriation: three years
- CPRC § 41.003 — Standards for recovery of exemplary damages
- CPRC § 41.008 — Limitation on amount of recovery
- CPRC § 33.011 — Definitions for proportionate responsibility