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Hinds v. Sandman Offshore
Analysis
Exculpatory Clauses in LLC Agreements Can Eliminate Most Managerial Fiduciary Duties Under Rule 91a
In Hinds v. Sandman Offshore, Division 11 granted partial Rule 91a dismissal of fiduciary duty claims against an LLC manager where the company agreement eliminated all managerial fiduciary duties except those "expressly set forth" in the agreement, preserving only duties not to engage in gross negligence, willful misconduct, or breach. The court also held that LLC voting rights are not tangible personal property supporting conversion claims and that parties to a relationship cannot tortiously interfere with that same relationship.
Rule 91a Does Not Require Dismissal of Fraud-by-Nondisclosure, Tortious Interference, or Aiding-and-Abetting Claims Where Pleadings Allege Sufficient Facts
In Hinds v. Sandman Offshore, the Texas Business Court denied Rule 91a motions to dismiss fraud-by-nondisclosure, tortious-interference, civil-conspiracy, and knowing-participation claims arising from alleged self-dealing by a co-manager who recommended his own drilling company without disclosure. The court held that inaction constitutes adequate reliance for fraud claims and declined to hold that established Texas law precludes a viable aiding-and-abetting claim under Rule 91a's dismissal standard.