OPINION
KENNEDY, Justice.
Appeal is taken from the granting of two motions for summary judgment and the denial of one motion for partial summary judgment. Appellants, the Robinsons, sued attorney Ramon Garcia for breach of fiduciary duty, violations of the Canons of Professional Responsibility, and violations of the Texas Deceptive Trade Practices Act, alleging that Garcia failed to properly distribute the proceeds of a settlement agreement. The Robinsons joined Texas Commerce Bancshares, allegedly the stakeholder of the funds. Bancshares and Garcia each moved for summary judgment. Both motions were granted. The Robin-sons moved for partial summary judgment. Their motion was denied. We affirm Bancshares’ summary judgment, reverse Garcia’s summary judgment, and find no error in the trial court’s denial of the Rob-insons’ motion for partial summary judgment.
[240]*240I. Texas Commerce Bancshares’ Summary Judgment
Bancshares’ motion for summary judgment is supported by the affidavit of John P. Sherry, Senior Vice-President and General Counsel for Bancshares. The affidavit states that Bancshares “has not nor will it ever be holding sums pursuant to the sealed settlement agreement for disbursement to other parties in the litigation.” The affidavit incorporates the final judgment from the underlying suit which evidences a settlement agreement between the Robinsons and Texas Commerce Bank-McAllen.
The Robinsons responded that Bancs-hares was the parent corporation of TCB-MeAllen and that Bancshares was a party to the underlying suit and the resulting settlement agreement. There was no summary judgment proof supporting this response. The Robinsons contend that these facts raise an issue regarding Bancshares’ control of TCB-McAllen and to “various theories of piercing the corporation veil between the two....”
The standard of review in summary judgment cases is well settled. The movant for summary judgment has the burden to show that there is no' genuine issue of material fact and that it is entitled to judgment as a matter of law. Nixon v. Mr. Property Management Co., 690 S.W.2d 546, 548-59 (Tex.1985). When deciding whether there is a disputed material fact issue precluding summary judgment, evidence favorable to the non-movant is taken as true. Id. In that regard, every reasonable inference is indulged in favor of the non-movant and any doubts resolved in its favor. Id.
Bancshares’ summary judgment proof shows a complete defense to appellants’ claim, namely, that the bank held no money and had no obligation under the settlement agreement. Once Bancshares made this showing, it became the Robinsons’ burden to present to the trial court those facts which would defeat Bancshares’ right to summary judgment. See City of Houston v. Clear Creek Basin Authority, 589 S.W.2d 671, 679 (Tex.1979). The Robinsons’ response raises no facts which would render Bancshares liable or subject it to an injunction. Because the trial court properly granted Bancshares’ motion for summary judgment, there is likewise no error in the court’s transferring venue to Hidalgo County, the county in which the cause of action accrued and the county of Garcia’s residence. See Tex.Civ.Prac. & Rem.Code Ann. § 15.001 (Vernon 1986). The Robin-sons’ third and fourth points of error are overruled.
II. Garcia’s Summary Judgment
In his motion, Garcia asserted a single ground upon which he claimed an entitlement to summary judgment: that the Robinsons’ claim was precluded as a matter of law because a common law accord and satisfaction had occurred between the parties. The pertinent facts are not disputed and are relatively uncomplicated. Attorney Garcia contended that he was entitled to attorney fees consisting of fifty percent of the Robinsons’ ten million dollar settlement plus his expenses. In opposition, the Robinsons asserted that Garcia was entitled to only thirty-seven and one-half percent of the settlement plus his expenses. Because this appeal is taken from a summary judgment, we presume from the summary judgment proof that both beliefs were honestly and reasonably held.
Disputing the amount claimed by the Robinsons, Garcia tendered to them a check for $4,935,151.72 (just slightly more than Garcia concedes to be due under the fee agreement). The instrument contained the following restrictive endorsement:
acceptance in full and final settlement and in satisfaction of all claims Cause # G-1948-84-D (Our file # 797-84R).
To which, the Robinsons added the following language:
Except for disputed Attys fees and related claims Cause No. 87-35582 [the suit below]
and then proceeded to negotiate the check.
Section 1-207 of the Uniform Commercial Code provides:
A party who with explicit reservation of rights performs or promises performance [241]*241or assents to performance in a manner demanded or offered by the other party does not thereby prejudice the rights reserved. Such words as “without prejudice”, “under protest” or the like are sufficient.
Tex.Bus. & Com.Code Ann. § 1.207 (Tex. UCC) (Vernon 1968) (emphasis added). Thus, the dispositive issue regarding Garcia’s summary judgment is whether section 1-207 of the Uniform Commercial Code (Tex.Bus. & Com.Code Ann. § 1.207 (Tex. UCC) (Vernon 1968)1) applies to the tender of a “full-payment check.”2 We hold that it does.
Texas Case Law
To date, three Texas appellate courts have encountered the full-payment check/section 1-207 issue: while one court did not acknowledge or refer to section 1-207, the other two courts recognized, at least in part, the implications of that section. In Roylex, Inc. v. S & B Engineers, Inc., 592 S.W.2d 59 (Tex.Civ.App.-Texarkana 1979, no writ), the debtor disputed the amount of the debt and tendered a full-payment check to the creditor. Without endorsing the check, the creditor exchanged it for a cashier’s check and deposited the proceeds. The creditor later sued for the remaining amount allegedly due; in response, the debtor raised the defense of common law accord and satisfaction.
Without reference to section 1-207, the Texarkana court applied the common law doctrine and held, “[w]hen Roylex received this check it was given the choice, either to accept the check as full payment of the debt, or to return same, unaccepted, and sue S & B for its full claim.” Roylex, 592 S.W.2d at 60. The court did not consider a third option under section 1-207, whereby the creditor might have accepted the check under protest, reserving the right to sue later for the remaining amount allegedly due. See Krahmer, Commercial Transactions, 35 Sw.L.J. 191, 193-94 (1981). We note that even if the Texarkana court had addressed the section 1-207 issue, the result would have been the same because the creditor had not explicitly reserved its rights as required by that section.
The issue was subsequently raised in Hixon v. Cox, 633 S.W.2d 330 (Tex.Civ.App.-Dallas 1982, writ ref’d n.r.e.). In Hixon, the parties contracted for engineering and related services. After the creditor performed the services, he billed the debtor. The debtor then tendered a full-payment check to the creditor. The creditor marked through the debtor’s restrictive endorsement, inserted a notation that the check was accepted as part payment only and without prejudice to his right to demand full payment of the balance of the account, and negotiated the check. Finding a valid accord and satisfaction, the Dallas court held in favor of the debtor. Regarding section 1-207, the court stated:
[tjhis provision appears as one of the general provisions applicable to subsequent chapters of the code, none of which purport to deal with the engagement of personal services or with disputes over payment for such services. ... No Texas case has applied § 1.207 to a check tendered in full settlement of a disputed account, whether the subject of the original dispute fell within one of the subjects of the code, or not.
[242]*242Id. at 331. The court, citing Roylex, determined that the creditor had two options: accept the check as full payment or return the check and sue for the full amount. The court then held that the creditor could not delete the restrictive endorsement and proceed with his own notation to “vary the terms and conditions” upon which the check was tendered. Id. at 332. To support this rule of law, the Dallas court cited Groves v. Sawyer, 384 S.W.2d 193 (Tex.Civ.App.-Eastland 1964, writ ref’d n.r.e.), a case decided two years prior to this State’s adoption of the Uniform Commercial Code. The Hixon opinion has been interpreted as leaving unanswered the question of whether the application of section 1-207 might lead to a different result in cases involving the sale of goods, a Code article two transaction. See Krahmer, Commercial Transactions, 37 Sw.L.J. 146 (1983).
The last Texas court to face the issue was the Houston First Court, which has addressed it twice: initially, in Pileco, Inc. v. HCI, Inc., 735 S.W.2d 561 (Tex.App.-Houston [1st Dist.] 1987, writ ref'd n.r.e.), and finally, in Trevino v. Brookhill Capital Resources, 782 S.W.2d 279 (Tex.App.-Houston [1st Dist.] 1989, writ denied).3 In Pileco, the creditor filed suit on a sworn account. Before the debtor was served with citation, it tendered a full-payment check containing the restrictive endorsement, “[b]y signature hereto, endorser acknowledges full, complete and final settlement of all claims against payer.” The creditor negotiated the check after adding protest language to the instrument. The creditor continued with the suit, seeking interest and attorney fees. The debtor argued accord and satisfaction. The creditor countered, arguing that by adding reservation language to the instrument, it had preserved its right under section 1-207 to sue for any unpaid balance. The Houston First Court rejected the creditor’s argument. The court’s discussion of the issue, in its entirety, follows:
We have not been referred to a decision of any Texas court that has addressed [the creditor’s] contention. But we note that the courts of several other states have refused to hold that U.C.C. sec. 1-207 displaces the common law doctrine of accord and satisfaction. See Marton Remodeling v. Jensen, 706 P.2d 607, 610 (Utah 1985); Stultz Elec. Works v. Marine Hydraulic Eng’g., 484 A.2d 1008, 1011 (Me.1984); Flambeau Prod. Corp. v. Honeywell Information Sys., Inc., 116 Wis.2d 95, 341 N.W.2d 655 (1984); Air Van Lines, Inc. v. Buster, 673 P.2d 774 (Alaska 1983); see also Annotation, Application of UCC sec. 1-207 to Avoid Discharge of Disputed Claim Upon Qualified Acceptance of Check Tendered as Payment in Full, 37 A.L.R. 4th 358 (1985). We agree with the conclusion of the Maine Supreme Court in Stultz that the well-established doctrine of accord and satisfaction should not be displaced, except by an express legislative action. Stultz, 484 A.2d at 1011; see also Tex.Bu[s]. & Com.Code Ann. sec. 1.103 and official comment 1 (Tex.U. C.C.) (Vernon 1968). We therefore overrule Pileeo’s contention regarding the effect of U.C.C. sec. 1-207 on the common law rule.
Id. at 562-63.4 In short, the court chose to apply the common law accord and satisfaction doctrine in lieu of the Code. See Krahmer, Commercial Transactions, 42 Sw. L.J. 217, 221 (1988).
Most recently, in Trevino, the Houston First Court restated its position on the issue by repeating the language in both [243]*243Pileco and Hixon. In Trevino, however, the court’s remarks concerning the issue do not form the basis of the judgment. Instead, the court held that the accord and satisfaction doctrine does not apply because the debtor was engaged in a fiduciary relationship with the creditor. See Trevino, 782 S.W.2d at 281-82. The defense of accord and satisfaction was superseded by virtue of the fiduciary relationship, the court’s views on the section 1-207 issue notwithstanding.
Under the present facts, we are most concerned with the rules announced in the Texas cases of Hixon and Pileco. Our analysis of the issue involves the resolution of two essential questions: (1) to what transactions does section 1-207 apply, and (2) as to those transactions, does section 1-207 alter the common law doctrine of accord and satisfaction. Hixon primarily affects the former, Pileco the latter.
Application of Section 1-207
Naturally, the first inquiry is whether the Code applies to our facts. The Hixon court concluded that unless the underlying transaction falls within the reach of the Code’s article two, i.e., a sale of goods, section 1-207 does not apply. We strongly disagree. Section 1-207 is contained in chapter one of the Code. Chapter one establishes the general rules for use throughout all subsequent chapters of the Code. 12 J. KrahmeR, Texas Methods of Practice § 24.2 (Texas Practice 1990) [hereinafter 12 Tex.Prac.]. Because there is no language limiting its application to specific transactions, section 1-207 certainly applies to any commercial transaction within the scope of any of the substantive Code articles. The use of a negotiable instrument containing a restrictive endorsement for the purpose of payment or attempted satisfaction of a contract debt is explicitly and specifically regulated by the provisions of the Code’s article three (commercial paper). This, the Hixon court overlooks. Article three applies to all negotiable instruments, as shown by section 3-802(1) (Tex.Bus. & Com.Code § 3.802(a) (Tex.UCC) (Vernon 1968)) which specifically concerns the effect of payment by check on the underlying obligation. The tendering of a full-payment check is thus undeniably a Code-covered transaction, regardless of the nature of the underlying obligation. Horn Waterproofing Corp. v. Bushwick Iron & Steel Co., 66 N.Y.2d 321, 497 N.Y.S.2d 310, 315, 488 N.E.2d 56, 61 (1985) (underlying contract for roof repair); accord AFC Interiors v. DiCello, 46 Ohio St.3d 1, 544 N.E.2d 869 (1989) (interior decorating services); Air Van Lines, Inc. v. Buster, 673 P.2d 774, 779 n. 4 (Alaska 1983) (court expressly declines to limit section 1-207 to the sale of goods); cf. Anderson v. Rosebrook, 737 P.2d 417 (Colo.1987) (underlying dispute over a written lease); Marton Remodeling v. Jensen, 706 P.2d 607 (Utah 1985) (underlying contract for house remodeling). But see Jahn v. Burns, 593 P.2d 828, 831 (Wyo.1979). One distinguished commentator remarked:
it seems fairly clear that if such a check is tendered in settlement, the transaction must be regarded as being within article three, and if section 1-207 is otherwise relevant its application cannot be avoided by showing either that article one was not meant to be applied to non-Code transactions or that the underlying obligation did not arise out of one of the other substantive articles of the Code.
Rosenthal, Discord and Dissatisfaction: Section 1-207 of the Uniform Commercial Code, 78 Colum.L.Rev. 48, 70 (1978) (footnote omitted).
By limiting the possible application of section 1-207 to the sale of goods independent of the mode of payment, the Hixon court ignores the fact that payment by check is a Code-covered transaction. Furthermore, the Hixon result leads to one rule for some transactions and a different rule for other transactions; the ultimate practical effect of such a course is confusion at the expense of the least sophisticated party. See Fry, You Can’t Have Your Cake and Eat it Too: Accord and Satisfaction Survives the Uniform Commercial Code, 61 N.D.L.Rev. 381 (1985). We hold that section 1-207 applies to the present facts, as the tendering of a full-payment check is an article three, Code-cov[244]*244ered, transaction.5 Let there be no doubt, our opinion expressly and directly conflicts with that of the Dallas court in Hixon.
Section 1-207 and the Doctrine of Accord and Satisfaction
Having found that section 1-207 applies to the present case, we turn to the question of that section’s preemption of the common law accord and satisfaction doctrine. In Pileco, the Houston First Court relied primarily on an opinion from Maine’s highest court. See Stultz Elec. Works v. Marine Hydraulic Eng’g Co., 484 A.2d 1008 (Me.1984). The Stultz court reasoned that the Code’s section 1-103 and its accompanying comment preclude a literal application of section 1-207. Section 1-103 provides:
Supplementary General Principles of Law Applicable
Unless displaced by the particular provisions of this title, the principles of law and equity, including the law merchant and the law relative to capacity to contract, principal and agent, estoppel, fraud, misrepresentation, duress, coercion, mistake, bankruptcy, or other validating or invalidating cause shall supplement its provisions.
Tex.Bus. & Com.Code Ann. § 1.103 (Tex. UCC) (Vernon 1968) (emphasis added). The corresponding comment uses the following language:
this section indicates the continued applicability to commercial contracts of all supplemental bodies of law except insofar as they are explicitly displaced by this Act....
Tex.Bus. & Com.Code Ann. § 1.103 comment 1 (Tex.UCC) (Vernon 1968) (emphasis added). From these two provisions, the Stultz court concluded that section 1-103 compels section 1-207 to explicitly displace the common law. Because no literal mention is made in section 1-207 of its superseding the common law accord and satisfaction doctrine, the court held that the doctrine’s application to the full-payment check scenario was left undisturbed. See Stultz, 484 A.2d at 1011.
By focusing on the comment’s use of the term “explicit” and then requiring a subsequent Code provision to expressly declare the abrogation of a common law doctrine, the Stultz court gives an unwarranted restrictive interpretation to section 1-103. Furthermore, we are persuaded that interpreting section 1-103 to counteract a literal application of section 1-207 is inconsistent with the Code’s own rules of construction as set out in section 1-102:
This title shall be liberally construed and applied to promote its underlying purposes and policies.
Underlying purposes and policies of this title are
(1) to simplify, clarify and modernize the law governing commercial transaction;
(2) to permit the continued expansion of commercial practices through custom, usage agreement of the parties;
(3) to make uniform the law among the various jurisdictions.
Tex.Bus. & Com.Code Ann. § 1.102(a), (b) (Tex.UCC) (Vernon 1968) (emphasis added). Allowing section 1-207 to alter the accord and satisfaction doctrine is perfectly compatible with the expansion of commercial practices and the perpetuation of usage and custom. See Grosse and Goggin, The 1-207 Dilemma Revisited, 16 N.Ky.L.Rev. 425, 433 (1989). While the Stultz court concludes that applying section 1-207 would make full-payment checks “obsolete” and “hinder the development of sound commercial practices,” we are not so convinced.
In many cases the full satisfaction offer will be accepted and not challenged, whatever the law says. If the amount in dispute is not worth suing over, the creditor will not sue even if he has the option. In a large transaction, the parties can [245]*245reach an accord and satisfaction by executing a separate agreement.
J. White & R. Summers, UnifoRM Commercial Code § 13-24 (3d ed. 1988).
We find the reasoning of the Stultz court, as adopted in Pileco by the Houston First Court, unpersuasive. Moreover, the Pileco opinion completely fails to acknowledge a significant body of case law and legal commentary adopting or advocating the contrary interpretation, namely, that section 1-207 overrides the common law accord and satisfaction doctrine.
The Majority-Minority Schism6
To date, the highest courts of New York, Ohio, South Dakota, and arguably Oregon and West Virginia have ruled that section 1-207 preempts the accord and satisfaction doctrine.7 Likewise, four states have local comments to section 1-207 indicating that it applies to the full-payment check situation: Delaware, Florida, Massachusetts, and New Hampshire.8 California’s Legislature has also resolved the question in favor of applying section 1-207 to a full-payment check; the California Supreme Court thus never settled the issue. See Cal.Civ.Code § 1526(a) (West Supp.1990).
On the other hand, the highest courts of Colorado, Connecticut, Nebraska, Maine, Utah, Wisconsin, Wyoming, and perhaps Virginia and Alaska, admittedly the majority, have ruled that section 1-207 does not affect the accord and satisfaction doctrine.9 Because the Code has been adopted throughout the United States and a major purpose of the Code is to harmonize the law of the various states, sister-state interpretations of the Code are more than mere persuasive authority, as evidenced by the Houston First Court’s reliance on the Stultz opinion. See Tex.Bus. & Com.Code § 1.102(b)(3) (Tex.UCC) (Vernon 1968); 12 Tex.Prac. § 24.2, supra, at 5 n. 1. The courts holding that section 1-207 does not abrogate the accord and satisfaction doctrine have generally followed three lines of reasoning, not including the Stultz and Pi-leco courts’ perceived overlap of section 1-103 and section 1-207.
The first line of reasoning turns on section 1-207’s use of the phrase “assents to performance in the manner ... offered.” This approach is best summarized by Professors White & Summers:
Those arguing that 1-207 does not alter the common law rule typically start with the position, generally unassailable, that [246]*246the offeror is “master of his offer.” 10 They point out that the drawer has made an offer, namely that of full payment, and they argue that allowing the payee to accept the money without the other terms of the offer is not only unfair, but also in direct conflict with the traditional notions of contract formation.
J. White & R. Summers, supra, § 13-24 at 609 (footnote in original). For example, in Jahn, the Wyoming court read the language “assent to performance in the manner ... offered” as “acceptance of the condition.” Thus, the argument goes, when a creditor reserves its rights on a full-payment check, it has not assented to the debtor’s performance in the manner offered. Both the case law and the scholarly literature have criticized such a construction. Walter, The Rise and Fall of U.C.C. Section 1-207 and the Full Payment Check — Checkmate?, 21 Loy.L.A.L.Rev. 81, 98-99 (1987). Because there is never an assent to “performance in a manner ... offered” when dealing with a reservation of rights situation, this interpretation defeats the obvious policy expressed in section 1-207, namely, that a party be permitted to accept non-conforming performance while reserving its rights under the contract. Id.
Similarly, Nebraska, Utah, and the Dallas Hixon court assert that because section 1-207 speaks of “performance,” rather than “payment,” it does not apply to the full-payment check. The comment to section 1-207 provides, in part:
[t]his section provides machinery for the continuation of performance along the lines contemplated by the contract despite a pending dispute, by adopting the mercantile device of going ahead with delivery, acceptance, or payment “without prejudice,” “under protest,” “under reserve,” “with reservation of all our rights,” and the like.
Tex.Bus. & Com.Code Ann. § 1.207 comment 1 (Tex.UCC) (Vernon 1968) (emphasis added). Unquestionably, the use of the term “performance” encompasses delivery, acceptance and payment. Hixon’s contrary interpretation is untenable.
The final line of reasoning is based on what is generally referred to as “public policy considerations,” namely, that the application of section 1-207 will destroy a valuable settlement tool and constitute an added burden on the judicial system. See Stultz, 484 A.2d at 1012; Fritz v. Maranette, 404 Mich. 329, 273 N.W.2d 425, 428-29 (1978) (potential to substantially increase litigation). A typical argument being:
[i]f the court were to conclude that a creditor could reserve his rights on a “full payment check,” a convenient and informal device for the resolution of disagreements in the business community would be seriously impeded. The court is hesitant to impair such a valuable, informal settlement tool where there is no indication that the legislature intended that result.
Walter, supra, at 102 (quoting Chancellor, Inc. v. Hamilton Appliance Co., 175 N.J. Super. 345, 418 A.2d 1326, 1330 (1980)). From a policy standpoint, there are two options: select the interpretation of section 1-207 that will further the private resolution of disputes, rather than burden an allegedly overburdened court system; or select the interpretation that balances the scales of justice — one that does not unduly favor the debtor over the creditor. We refuse to reject the better substantive law rule merely because of a court system that is perceived to be administratively failing. There is no justification for responding to a substantive legal question with an administrative response. See Walter, supra, at 102. Furthermore, assuming the creditor is entitled to the full amount claimed, it is incomprehensible that a lawsuit for the balance of a debt, as opposed to one for the entire debt, would place an additional burden on the judicial system.
Contrary to the majority of the courts, we hold that section 1-207 applies to the tender of a full-payment check. First and foremost, the language of section 1-207 [247]*247fits the transaction perfectly. See J. White & R. Summers, supra, § 13-24 at 609. Moreover, in 1961, Cornell Law Professors Hogan and Penny advanced the following interpretation which was contained in the Report of the Commission on Uniform State Laws:
This section permits a party involved in a Code-covered transaction to accept whatever he can get by way of payment, performance, etc., without losing his rights ... to sue for the balance of the payment, so long as he explicitly reserves his rights.
... The Code rule would permit, in Code-covered transactions, the acceptance of a part ... payment tendered in full settlement without requiring the acceptor to gamble with his legal right to demand the balance of the payment.
REP. OF THE COMM’N ON UNIFORM STATE LAWS TO LEGISLATURE OF STATE OF N.Y. 19-20 (1961) (quoted in Rosenthal, supra, at 61-62; and Hawkland, The Effect of U C. C. § 1-207 on the Doctrine of Accord and Satisfaction by Conditional Check, 74 Com L.J. 329, 332 (1969) (quoted in part)).
After the first Official Text of the Uniform Commercial Code was completed, the New York Law Revision Commission suggested several changes. See 12 Tex.Prac., supra, § 24.1. From the Commission’s suggestions, a 1957 Official Text was drafted and promulgated, followed by further revisions in 1958 and 1962. Id. In 1966, the 1962 Official Text of the Uniform Commercial Code was legislatively approved in Texas. Id. Because Texas has no local commentary to section 1-207, we find the 1961 report by Professors Hogan and Penny to the Commission to be a controlling piece of legislative history. Consequently, we hold that the Legislature in fact intended section 1-207 to apply to a full-payment check.
Furthermore, equitable considerations in debtor-creditor transactions support our interpretation of section 1-207. Once again, Professors White & Summers have articulated the problem best:
[offering a check for less than the contract amount, but “in full settlement” inflicts an exquisite form of commercial torture on the payee. If the offer is reasonable it creates a marvelous anxiety in some recipients: “Shall I risk the loss of $9,000 for the additional $1,000 that the bloke really owes me?”
J. White & R. Summers, Handbook of the Uniform Commercial Code § 13-21 at 544 (2d ed. 1980). In the present case, the facts are far more compelling. Should the Robinsons have risked the loss of nearly five million dollars for the additional one and a quarter million dollars that they contend that Garcia really owes them? We think not. By a proper application of section 1-207 to the full-payment check situation,
a creditor would no longer be at the mercy of the debtor facing the dilemma of either accepting the lesser amount as full settlement or returning the check and gambling his chances of collecting anything. Instead, the risk of loss would be upon the debtor who, after having received protest from the creditor, could stop payment on the check.
AFC Interiors, 544 N.E.2d at 872 (citation omitted).
In rejecting the majority position on this issue, we are acutely aware of the Code’s directive to further the uniformity of laws among the various jurisdictions (see Tex. Bus. & Com.Code Ann. § 1.102(b)(3) (Tex. UCC) (Vernon 1968)), yet we are foremost concerned that our decision be right, rather than simply parallel with the majority of states. Indeed, the single fact that a majority of states recognize a certain rule of law has never been a sufficient reason for this State to follow suit. See Reagan v. Vaughn, 804 S.W.2d 463, 465 n. 4 (Tex.1990) (quoting Hill v. Kimball, 76 Tex. 210, 13 S.W. 59 (1890)). We sustain the Robin-sons’ first and second points of error insofar as they contest the application of the accord and satisfaction doctrine.
III. The Robinsons’ Motion for Partial Summary Judgment
The Robinsons argue that the trial court erroneously denied their motion for [248]*248partial summary judgment. We disagree. The Robinsons asserted two grounds upon which they contend an entitlement to a partial summary judgment: (1) that the third amended contract for attorney fees was “presumably fraudulent” because it was entered into after the attorney-client relationship had commenced, and (2) that the same contract was not supported by consideration.
There is a presumption of unfairness attaching to a fee contract entered into during the existence of the attorney-client relationship, and the burden of showing the fairness of the contract is on the attorney. Archer v. Griffith, 390 S.W.2d 735, 739 (Tex.1964). Furthermore, effect is generally not given to a contract that obligates the client to pay to the attorney a sum of money in excess of that which has been agreed on by them in their original negotiations. Waterbury v. City of Laredo, 68 Tex. 565, 5 S.W. 81, 86 (1887). Nevertheless, if the original contract has been terminated by mutual agreement of the parties, a new contract providing for the payment of a greater sum than that specified in the former agreement is valid and binding. See Cahill v. Dickson, 77 S.W. 281, 288-89 (Tex.Civ.App.1903, writ ref’d).
Attached to Garcia’s response is his own affidavit in which he details the facts surrounding the execution of the third contract and asserts that the Robinsons agreed to its execution. Garcia has thus raised a fact issue. While we recognize that a presumption of unfairness exists regarding the execution of the third contract, the presumption is neither conclusive nor irrebuttable. Garcia will have the burden to prove to the trier of fact that the employment contract was fair and reasonable. The Robinsons have not provided summary judgment proof showing that they are entitled to judgment as a matter of law.
Regarding the Robinsons’ second ground, Garcia’s affidavit asserts facts showing that the second and third contracts were entered into when additional legal counsel was retained to assist Garcia. A fact issue regarding consideration was raised. The summary judgment was properly denied. The Robinsons’ first and second points are overruled inasmuch as they contest the denial of their motion for partial summary judgment. We AFFIRM Bancshares’ summary judgment, REVERSE Garcia’s summary judgment and REMAND for a trial on the merits.
Responding to the dissenting opinion, we offer the following comments.
Asserting the defense of accord and satisfaction, Garcia cited only two cases in his motion for summary judgment: Hixon and Pileco. Both cases explicitly and undeniably address the full-payment check issue and the effect of the Uniform Commercial Code’s section 1-207 on the accord and satisfaction doctrine. The trial court’s summary judgment was granted on the application of this rule of law alone.
The dissent quotes Texas Rule of Appellate Procedure 52(a), while the appropriate preservation rule in summary judgment cases is Texas Rule of Civil Procedure 166a(c) which states, in part, “[ijssues not expressly presented to the trial court by written motion, answer or other response shall not be considered on appeal as grounds for reversal.” The sole ground for Garcia’s summary judgment motion was the application of the law as announced in Hixon and Pileco. It was expressly presented to the trial court.
The dissent would have us limit our review to the specific factual arguments advanced to any given rule of law, yet forbid us from accepting or rejecting the rule of law itself. Such a narrow conception of this Court’s powers of appellate review would serve little purpose except to fill the Texas reporters with useless and random applications of facts to erroneous underlying legal presumptions.
As a practical matter, denying this Court the opportunity to decide what law it will choose, when the Texas Supreme Court has not yet spoken, would bind us to any given rule of law, erroneous or not, which was not expressly challenged by the parties and, moreover, serve as a precedent for future cases brought in our jurisdiction. It [249]*249is tantamount to having the parties stipulate the law, forcing this Court to blindly accept that legal stipulation, and then handcuffing us to that rule of law for future cases.
Perhaps the fault in this reasoning is best illustrated by turning to the dissent itself. To reach a contrary result, the dissent cites the very authority that he would deny this Court the opportunity to question.
Concurring opinion by NYE, C.J.
Dissenting opinion by SEERDEN, J.