In Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171 (Tex. 1997), the Texas Supreme Court held that a disclaimer of reliance provision negated the element of reliance required for a fraudulent inducement claim. But the court acknowledged that a release will not always negate a fraudulent inducement claim. In fact, the court was careful to point out that its holding was specifically based on the facts "on this record." Id. at 181. The court held that the contract and the circumstances surrounding its formation determine whether a dis-claimer of reliance is binding. See id. at 179. In that case, the supreme court addressed the effect of a disclaimer on a fraudulent inducement claim. In Schlumberger, George and John Swanson entered into a three-phase contract with Sedco, Inc. to mine diamonds off the ocean floor. Schlumberger then acquired Sedco and formed Sedswan Diamonds, Ltd. Sedswan then entered into a joint venture with two other companies to pursue the mining project. Schlumberger then decided to sell Sedswan's interest in the joint venture. The Swansons sold their interest in the project to Schlumberger. In doing so, the Swansons agreed they were not relying on any statement or representation of Schlumberger, Sedco, or Sedswan. See Schlumberger, 959 S.W.2d at 174. Schlumberger then sold Sedswan's interest to the remaining joint venturers. The Swansons sued Schlumberger for fraudulently inducing them to sell their interest for an undervalued price. The supreme court held the disclaimer of reliance contained in their agreement conclusively negated the element of reliance that was essential to the Swansons' fraudulent inducement claim. See Schlumberger, 959 S.W.2d at 179-80. The court acknowledged a release will not always negate a fraudulent inducement claim. The contract and the circumstances surrounding its formation determine whether a disclaimer of reliance is binding. See id. at 179. A significant fact in Schlumberger is the disclaimer went to the heart of the dispute they were settling. The dispute involved the viability of the diamond mining project. The Swansons disclaimed that they were relying on any representations of Schlumberger. To support their fraudulent inducement claim, the Swansons had to argue that in fact they were relying on representations of Schlumberger. The Texas Supreme Court recognized the conflict between the principle that parties should be able to bar-gain for and execute a release barring all further disputes, which necessarily contemplates that parties may disclaim reliance on representations, and the principle that "a release is a contract, and like any other con-tract, is subject to avoidance on grounds such as fraud or mistake." 959 S.W.2d at 178-79. In that case, the plaintiffs alleged that they had been fraudulently induced to enter a settlement agreement with Schlumberger. Id. at 173. However, each plaintiff had also affirmed that he "expressly warranted and represented . . . that no promise or agreement which is not herein expressed has been made to him or her in executing this release, and that none of us is relying upon any statement or representation of any agent of the parties being released hereby. Each of us is relying on his or her own judgment . . . ." Id. at 180. The court observed that both parties had employed "highly competent and able legal counsel," the parties "were dealing at arm's length," both were "knowledgeable and sophisticated business players," there was considerable dispute about the value of the commercial project at issue, and the "sole purpose of the release was to end" that dispute by providing, "in this context and in clear language," for the unequivocal disclaimer of reliance upon the other party's representations about the project's feasibility and value. Id. The Schlumberger court held that "the contract and the circumstances surrounding its formation determines whether the disclaimer of reliance is binding." Id. at 179. Thus, Schlumberger set up a two-part test for the validity of a disclaimer of reliance that looks, first, to the language of the contract and, second, to the circumstances surrounding the formation of the contract. The supreme court further held that "a release that clearly expresses the parties' intent to waive fraudulent in-ducement claims, or one that disclaims reliance on representations about specific matters in dispute, can preclude a claim of fraudulent inducement." Id. at 180. Under the circumstances of that case, the court held that the disclaimer of reliance by the Schlumberger plaintiffs conclusively negated as a matter of law the other party's representations about the feasibility and value of the project that were needed to support the plaintiffs' claim of fraudulent inducement. Id. at 180. However, while the supreme court recognized the validity of the disclaimer clause under the particular facts of Schlumberger, it also stated, "We emphasize that a disclaimer of reliance or merger clause will not always bar a fraudulent inducement claim." Id. at 181. The Texas Supreme Court recognized the conflicting concerns of voluntary settlements and orderly dispute resolution, on the one hand, and the principle that "a release is a contract, and like any other contract, is subject to avoidance on grounds such as fraud or mistake." The court recognized that parties should be able to bargain for and execute a release barring all further dis-putes, which necessarily contemplates that parties may disclaim reliance on representations. Id. at 179. In that case each party affirmed that it "expressly warrants and represents . . . that no promise or agreement which is not herein expressed has been made to him or her in executing this release, and that none of us is relying upon any statement or representation of any agent of the parties being released hereby. Each of us is relying on his or her own judgment . . . ." Id. at 180. The court also observed that both parties had employed "highly competent and able legal counsel," the par-ties "were dealing at arm's length," both were "knowledgeable and sophisticated business players," there was considerable dispute about the value of the commercial project at issue, and the "sole purpose of the release was to end" that dispute by providing, "in this context and in clear language," for the unequivocal disclaimer of reliance upon the other party's representations about the project's feasibility and value. Id. The supreme court further held that "a release that clearly expresses the parties' intent to waive fraudulent inducement claims, or one that disclaims reliance on representations about specific matters in dispute, can preclude a claim of fraudulent inducement." Id. at 180. Thus, the court held that the disclaimer of reliance by the Schlumberger plaintiff conclusively negated as a matter of law the other party's representations about the feasibility and value of the project that were needed to support the plaintiff's claim of fraudulent inducement. Id. at 180. In Schlumberger Technology Corp v. Swanson, the parties had become embroiled in a dispute regarding the feasibility and value of a project they were pursuing in a joint venture. See Schlumberger Tech. Corp., 959 S.W.2d at 180. To resolve this dispute, the parties entered negotiations and signed a release. During the course of the negotiations, "highly competent and able legal counsel represented both parties." Id. The disclaimer in that case expressly referenced the fact that the Swansons' counsel fully explained to them the legal consequences of the release. Id. The Swansons later sued Schlumberger Technology alleging that it had fraudulently induced them to agree to the release. The Court stated, "The contract and the circumstances surrounding its formation determine whether the dis-claimer of reliance is binding." Schlumberger Tech. Corp., 959 S.W.2d at 179 . After considering that the parties were attempting to resolve their dispute by negotiating and executing the release, were represented by counsel, were dealing at arms length, and were "sophisticated business play-ers," the Court concluded that the disclaimer was binding. Schlumberger Tech. Corp., 959 S.W.2d at 179-81. The Court emphasized that the principle recited in earlier cases recognizing fraud vitiates a contract must be weighed against the competing concern that parties should be able to fully and finally resolve their disputes by bargaining for and executing a release barring all further disputes. 959 S.W.2d at 179. Citing this latter concern, the court held, "a release that clearly expresses the parties' intent to waive fraudu-lent inducement claims, or one that disclaims reliance on representations about specific matters in dispute, can preclude a claim of fraudulent inducement." Id. at 181. The court further remarked that a disclaimer will not always preclude a fraudulent-inducement claim. Id. However, on the particular Schlumberger record, the disclaimer conclusively negated the reliance element of the claim. Id. In support, the court considered the language of the disclaimer under well-established rules of contract construction and circumstances surrounding its formation. Id. at 179-80. The plaintiffs clearly disclaimed reliance on representations by the defendant about the subject matter of the agreement containing the disclaimer. Id. at 180. Other pertinent factors were that the parties executed the agreement to end their "deal" and resolve a dis-pute regarding the project at issue, both were represented by highly competent legal counsel, the parties dealt at arm's length, and both were "knowledgeable and sophisticated business players." Id. The supreme court held that the clause precluded a fraudulent inducement claim because it specifically dis-claimed reliance on the very representations that the party claimed it relied upon. Id. at 181-82. The supreme court held that the brothers were not partners of the joint venture, but were receiving compen-sation for services rendered, not a share of the profits of the venture. Id. at 176. In so holding, the court stated as follows: Entitlement to a royalty based on gross receipts is not profit sharing. See TEX. REV. CIV. STAT. ANN. art. 6132b, 7(3) (sharing gross returns does not itself establish partnership); see also Patton v. Callaway, 522 S.W.2d 252, 256 (Tex. Civ. App.--El Paso 1975, writ ref'd n.r.e.). Of course, the pay-ment of consultation fees is not the sharing of profits. Such payments are compensation for services rendered and are unrelated to the venture's profits. See Grimmett v. Higginbotham, 907 S.W.2d 1, 2-4 (Tex. App.--Tyler 1994, writ denied) (weekly compensation unrelated to financial requirements of business is no evidence of agreement to share profits or losses); Gutierrez v. Yancey, 650 S.W.2d 169, 172 (Tex. App.--San Antonio 1983, no writ) (partners must participate in profits and share them as principals of business and not as compensation). (Id.)