UNITED STATES COURT OF APPEALS
                           FOR THE FIFTH CIRCUIT


                          _______________________

                                No. 95-20340
                          _______________________


FIRST OVERTON CAPITAL CORPORATION,

                                                                      Appellant,

                                     versus

MIDWEST FIRST FINANCIAL, INC.,a Nebraska Corporation,
WILLIAM PRESTON, and MIDWEST FIRST FINANCIAL LIMITED
PARTNERSHIP II, a Nebraska Limited Partnership,

                                                                      Appellees.


_________________________________________________________________

           Appeal from the United States District Court
                for the Southern District of Texas
                           (CA-H-94-337)
_________________________________________________________________


                                 May 13, 1996

Before JOLLY, JONES, and BENAVIDES, Circuit Judges.

PER CURIAM:*

             The court has carefully considered appellant’s arguments

in light of the briefs, oral argument and record of the trial court

proceedings.      Having done so, we must affirm the decision of the

district court.1      In particular, we agree with the district court

that the contractual relationship between First Overton and Midwest


     *
             Pursuant to Local Rule 47.5, the court has determined that this opinion
should not be published and is not precedent except under the limited circumstances
set forth in Local Rule 47.5.4.
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            This court agrees that the district court’s judgment was final and
appealable pursuant to 28 U.S.C. § 1291.
First did not give rise to a contractual covenant of good faith and

fair dealing under Texas law, and no special relationship or

fiduciary relationship existed between the parties.                        See Great

American Insurance Co. v. North Austin Mun. Util. Dist. #1, 

, 418 (Tex. 1995); Crim Truck & Tractor Co. v. Navistar

Int’l Transp. Corp., 

, 594 (Tex. 1992).                  Further, the

district court properly granted summary judgment on First Overton’s

tort claims because as a matter of law, First Overton did not

suffer damages to support its fraud claim, nor has First Overton

alleged any distinct actual damages independent of economic loss

resulting from the alleged breach of contract.                    Southwestern Bell

Tel. Co. v. DeLanney, 

, 495 (Tex. 1991).

           Further,    we     find    no    error      in   the   district    court’s

conclusion   that     Texas    Rule    of      Civil     Procedure    11   bars    the

enforcement of the parties’ attempt at settlement, because no

written settlement agreement was filed with the court nor was a

stipulation made in open court as required by the rule.                       As the

court found, the parties did not agree on a written settlement

agreement.

           Finally,    the    district         court’s      interpretation    of   the

parties’ letter agreement correctly calculates the allocation of

profits between the parties.          The Letter Agreement dated July 13,

1993 states that Midwest Partnership will pay Midwest and First

Overton an acquisition fee “equal to 50% of the aggregate Profits

(as   defined   the    Partnership         Agreement)        which   exceed    a   30%

annualized rate of return on the Initial Capital Contribution (as


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defined in the Partnership Agreement) of the Limited Partners (as

defined in the Partnership Agreement).”              The starting date for

calculating the 30% annualized rate of return is the initial

capital    contribution,   which,    as    defined    by    the   Partnership

Agreement, relates to the actual contribution of a partner to the

partnership.     As the district court found, the summary judgment

evidence showed that initial capital contributions were all made by

May 26, 1993, the date the Partnership Agreement was executed.

Contrary   to   appellant’s    brief,     First   Overton    submitted   only

speculation     to   support   its   position      that     initial   capital

contributions were not made by that date.            This is the only date

that makes sense of the entirety of the reimbursement provision.

            For all these reasons, the judgment of the district court

is AFFIRMED.




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