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Thompson v. Anchor Capital GP

Texas Business Court, 1st Division 25-BC01B-0038 active

Analysis

Nonwaiver Clauses Require Strict Compliance: Texas Business Court Enforces Writing Requirement in Employment Termination Dispute

In Thompson v. Anchor Capital GP, the Texas Business Court granted partial summary judgment on a for-cause termination claim, holding that a defendant failed to produce evidence that the plaintiff waived an employment agreement's nonwaiver clause requiring written approval for investments. The court denied summary judgment on breach-of-contract claims involving inspection rights and financial statement requirements, finding defendants raised fact issues on compliance and materiality.

Joel Reese | Jul 28, 2026

Private Equity Summary Judgment Nonwaiver Clause Employment Agreement Secured Promissory Note

Promissory Note Held Not a Security Under Texas Securities Act After Reves Analysis

In Thompson v. Anchor Capital GP, the Texas Business Court granted summary judgment to defendants, holding that a promissory note issued to finance a private equity partner buyout was a loan, not a security under the Texas Securities Act. Applying the four-factor Reves v. Ernst & Young test, Judge Whitehill concluded plaintiffs' TSA claims failed as a matter of law.

Joel Reese | Jul 28, 2026

Private Equity Summary Judgment Texas Securities Act Reves Test Promissory Note