We can't find the internet
Attempting to reconnect
Something went wrong!
Attempting to reconnect
Contract Disputes
Contract construction, breach, indemnification, and damages in high-stakes commercial agreements
Partial Summary Judgment on Liability Granted Where Defendant Fails to Controvert Breach or Raise Viable Affirmative Defenses
Joel Reese | Jul 28, 2026
In Cobalt Falcon v. AXS Investments, the Business Court granted partial summary judgment on breach of contract liability under Delaware law, holding that the defendant's undisputed cessation of required monthly payments established breach and damages as a matter of law, while the court left the amount of damages for trial and declined to resolve whether the absence of an acceleration clause limited recovery to pre-filing installments. The court also rejected the defendant's unconscionability defense, finding no evidence that a perpetual payment obligation expressly bargained for in exchange for perpetual rights was substantively or procedurally unconscionable.
Contract Ambiguity Survives Summary Judgment Where Competing Interpretations Both Find Textual Support
Joel Reese | Jul 28, 2026
In Fiberwave v. AT&T Enterprises, Division 1 denied cross-motions for summary judgment on contract interpretation, holding that a residual compensation provision was ambiguous where both parties' readings found support in the text but neither fully reconciled all language. The court granted summary judgment dismissing all fraud claims—plaintiff's fraudulent inducement claim for lack of justifiable reliance, and defendant's counterclaims on no-evidence grounds and under the economic loss rule.
Contract Interpretation Principles Govern Exclusive-Use Storage and Ship-or-Pay Deficiency Calculations in Crude-Oil Terminal Dispute
Joel Reese | Jul 28, 2026
In DK Trading & Supply v. Wink to Webster Pipeline, the Texas Business Court granted partial summary judgment on cross-motions, holding that a terminal services agreement unambiguously requires exclusive allocation of two tanks for the plaintiff's use, that a ship-or-pay clause permits crediting all crude oil shipped when calculating deficiency payments regardless of payment method, but that claims for the earliest disputed invoices are barred by the plaintiff's failure to satisfy a contractual condition precedent requiring timely written notice. The decision applies foundational Texas contract-construction principles to resolve disputes over storage exclusivity, deficiency-payment calculations, and notice requirements in midstream energy agreements.
Temporal Limits on Indemnification Obligations Bar Claims Asserted After Survival Period Expires
Joel Reese | Jul 28, 2026
In Plains Pipeline v. Arrowhead Gulf Coast Holdings, Judge Adrogué granted summary judgment for defendants on indemnification claims arising from Louisiana erosion litigation, holding that the asset purchase agreement's exclusive remedy and survival provisions unambiguously barred claims asserted after the one-year indemnification period expired. The court rejected plaintiffs' argument that defendants' assumption of liabilities created perpetual reimbursement obligations independent of Article X's temporal limitations.
Texas Shootout Provisions Are Enforceable: Court Orders Specific Performance of Buy-Sell Option Despite Breach Claims
Joel Reese | Jul 28, 2026
In Crain v. Northern, Division 8 of the Business Court of Texas granted summary judgment enforcing a mandatory buy-sell option clause in LLC company agreements, ordering the offeree to transfer his 50% membership interests to the offeror despite claims of prior breaches and unclean hands. The court rejected arguments that alleged fiduciary duty violations or valuation disputes created fact issues precluding specific performance of the "Texas Shootout" provision.
"Relocate to Dallas" Clause Ambiguous, Requires Jury Determination of Ongoing Residence Obligation
Joel Reese | Jul 28, 2026
In Lunderby v. Dominium Development and Acquisition, the Texas Business Court denied cross-motions for summary judgment on whether an employee who moved his family to Minnesota while maintaining an Irving apartment breached a contractual obligation to "relocate to Dallas." The court held that "relocate" is ambiguous as to duration and permanence, rendering the scope of the employee's ongoing residence obligation a fact question for the jury.
Plain Language of 'In Perpetuity' Payment Obligation Survives Fund Closure Under Delaware Law
Joel Reese | Jul 28, 2026
In Cobalt Falcon v. AXS Investments, the Texas Business Court granted partial summary judgment under TRCP 166(g), holding that a contract provision requiring monthly payments "paid in perpetuity (unless otherwise agreed)" unambiguously requires continuation of payments after closure of the fund that was the subject of the transaction. Applying Delaware law, Judge Bouressa rejected the defendant's argument that the payment obligation was implicitly conditioned on the fund's continued operation, finding the plain meaning of "in perpetuity"—"forever; without end"—controls absent ambiguity.
Contractual Obligations Are 'Payable' at Maturity Regardless of Available Funds, Triggering Put-Right Remedy
Joel Reese | Jul 28, 2026
In The Mark at Weatherford Owner v. German, Division 8 granted summary judgment holding that acquisition fees contractually due at closing were legally "payable" even when insufficient funds existed to satisfy them, and that defendants' failure to remit those fees constituted a material default triggering plaintiff's put-right provision in a $4.7 million seller-financed real estate transaction. The court rejected defendants' argument that lack of liquidity excused performance, holding that "[a] contractual obligation does not evaporate simply because the obligor lacks liquidity."
Course-of-Performance Evidence Inadmissible to Construe Unambiguous Oil and Gas Farmout Agreement
Joel Reese | Jul 28, 2026
In May v. INEOS USA Oil & Gas, the Business Court of Texas struck post-execution course-of-performance evidence offered by mineral-interest plaintiffs seeking to prove a well-by-well payout calculation under a farmout agreement, holding that extrinsic evidence is inadmissible when contract language is susceptible to only one reasonable meaning. The ruling follows the court's earlier determination that the contractually defined 'Payout' is triggered only by an Earning Well and calculated based on aggregated cost recovery, not on a well-by-well basis.
Contract Construction and Location Commitments: Business Court Interprets Four Interrelated Agreements to Determine Redemption Rights in Arena Partnership Dispute
Joel Reese | Jul 28, 2026
In Dallas Sports Group v. DSE Hockey Club, the Business Court granted summary judgment to the Mavericks, holding that the "Location Commitments" in franchise agreements required the Stars to maintain their Team's principal corporate and executive offices in Dallas—not merely the Owner's offices—and that the Stars' relocation to Frisco constituted a breach triggering redemption rights for $110. The court applied traditional contract construction principles to four separate but related agreements executed over a one-year period, rejecting the Stars' argument that their conduct had waived enforcement of the redemption provisions.
Statute of Frauds Bars Enforcement of Real Estate Contract Where Legal Description Deferred to Future Survey
Joel Reese | Jul 28, 2026
In Village Crossing v. West Creek Investments, the Texas Business Court granted summary judgment for the seller, holding that a purchase agreement for approximately 11.56 acres was unenforceable under the statute of frauds because it failed to adequately describe the property boundaries and impermissibly deferred the legal description to a future survey commissioned by the buyer. The court rejected the buyer's attempt to enforce the contract for only the frontage tract at the blended price, finding that the agreement contemplated a single integrated transaction combining interior and frontage acreage.
Delaware's Implied Covenant of Good Faith Governs Ethylene Supply Contract Dispute in First-of-Refusal Nomination Case
Joel Reese | Jul 28, 2026
In Westlake Longview v. Eastman Chemical, the Texas Business Court granted in part and denied in part summary judgment on declaratory claims interpreting a Delaware-governed ethylene sales and exchange agreement, addressing whether Eastman must nominate all "Excess Ethylene Quantities" in annual and monthly processes and whether third-party spot sales exempt ethylene from nomination requirements. The memorandum opinion applies Delaware contract-interpretation principles—including freedom of contract, plain meaning, and objective construction—to construe a right-of-first-refusal structure governing ethylene production, purchase, and pipeline exchange rights following Eastman's sale of polyethylene facilities to Westlake.
Nonwaiver Clauses Require Strict Compliance: Texas Business Court Enforces Writing Requirement in Employment Termination Dispute
Joel Reese | Jul 28, 2026
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.
Fee Simple Determinable in Farmout Agreements: Business Court Construes Eagle Ford Shale Contracts as Upfront Conveyance, Not Conditional Assignment
Joel Reese | Jul 28, 2026
In May v. INEOS USA Oil & Gas, the Business Court of Texas Fourth Division addressed whether a 2009 farmout agreement conveyed Eagle Ford Shale leases upfront as a fee simple determinable or merely granted the right to earn property later, and whether earned-acreage provisions operate as special limitations affecting property rights or as covenants creating only breach-of-contract claims. The court's partial grant of summary judgment resolves fundamental ambiguities in farmout structure and reversion mechanics that frequently generate disputes in shale-play development agreements.
Business Court Confirms Arbitration Award, Holds Parties' Contract Delegated Arbitrability Questions to Arbitrators
Joel Reese | Jul 28, 2026
In BNSF Railway v. Level 3 Communications, the Business Court granted a motion to confirm and denied a motion to vacate an arbitration award, holding that the parties' Master Right-of-Way Agreement and applicable law gave the arbitration panel authority to decide both substantive and procedural arbitrability questions. The decision reinforces the enforceability of broad arbitration clauses and the limited scope of judicial review when parties have delegated gateway questions to arbitrators.
Limitation-of-Liability Clauses Must Be Read in Context: Business Court Distinguishes 'Arising From' and 'Arising Out of or Related To' in Tort Claims Analysis
Joel Reese | Jul 28, 2026
In Fiberwave v. AT&T Enterprises, the Business Court's First Division addressed whether the parties' 2022 Alliance Program Agreement's limitation-of-liability provision bars Fiberwave's tortious interference, defamation, and business disparagement claims arising from AT&T's post-termination conduct. The court held that Section 18.6's bar on damages 'arising from such termination' does not categorically preclude tort claims where the question is whether the damages—not merely the complained-of acts—arose from termination itself.
Estoppel Bars Specific Performance After Termination Notice, Even With Substantial Compliance
Joel Reese | Jul 28, 2026
In City Choice Group v. TMC Grand Blvd Land Co., Judge Adrogué granted partial summary judgment holding that City Choice, having delivered an unequivocal termination notice during the inspection period of a $22.5 million land purchase agreement, was estopped from seeking specific performance of the contract it purported to terminate—even though it substantially complied with notice provisions and the termination was not subject to strict compliance standards applicable to option exercises. The court separately denied TMC's motion for pre-judgment release of $100,000 in independent consideration held in escrow, ruling that TMC must comply with statutory requirements for a writ of attachment rather than seeking immediate release.
Force Majeure Clauses Do Not Require Spot-Market Purchases or Buybacks Absent Express Language
Joel Reese | Jul 28, 2026
In Marathon Oil v. Mercuria Energy America, the Texas Business Court held that contract language stating a seller has "no obligation to seek alternative Gas supplies" relieved Marathon of any duty to purchase spot-market gas or buy back delivery obligations during Winter Storm Uri. The decision enforces negotiated modifications to NAESB-form natural gas contracts according to their plain terms, without imposing implied mitigation duties under force majeure clauses.
Contract Definiteness and Mutual Assent: Business Court Enforces Reciprocal Waiver Agreement in Oil-and-Gas Dispute
Joel Reese | Jul 28, 2026
In Slant Operating v. Octane Energy Operating, Judge Bullard granted summary judgment on liability for breach of a reciprocal waiver agreement governing off-lease penetration point permits, rejecting indefiniteness and exhaustion-of-remedies defenses. The December 22, 2025 opinion from Division 8 provides critical guidance on enforcing industry-specific agreements where one party performs but the other refuses reciprocal performance.
Battle of the Forms in Energy Contracts: Business Court Holds Dueling Transaction Confirmations Can Both Be Binding
Joel Reese | Jul 28, 2026
In Marathon Oil v. Mercuria Energy America, the Business Court's 11th Division resolved whether dueling transaction confirmations in a NAESB-based natural gas purchase agreement both became part of the parties' integrated contract. The Court held that both confirmations are binding and combine with the base contract to form a single agreement because they do not materially conflict, rejecting the argument that one confirmation must trump the other.
Partnership Agreement Liability Waiver Shields Non-Partners from Derivative Claims Despite Third-Party Beneficiary Disclaimer
Joel Reese | Jul 28, 2026
In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation, the Business Court of Texas addressed whether TAPA § 13.9's liability waiver for "Partner Affiliates" shields CEO Christopher Doyle and Blackstone entity defendants from conspiracy, aiding and abetting, and knowing participation claims related to the Callon sale. The central dispute turns on whether § 13.9's protections apply notwithstanding TAPA § 13.2's provision disclaiming third-party beneficiaries, with Doyle citing Pratt-Shaw v. Pilgrim's Pride Corp. to support his position as a protected non-partner affiliate.
Liquidated Damages Enforceability Turns on Fact Issues in Natural Gas Contract Dispute
Joel Reese | Jul 28, 2026
In Marathon Oil v. Mercuria Energy America, the Business Court of Texas held that material fact disputes preclude summary determination of whether a NAESB Base Contract "Spot Price Standard" liquidated-damages clause operates as an unenforceable penalty under the "unbridgeable discrepancy" standard. The court rejected Marathon's cost-basis theory as the proper measure of Mercuria's actual damages under the circumstances of the case.
Landfill Royalty Dispute Survives Summary Judgment on Contract Interpretation of 'Operated On' Property Language
Joel Reese | Jul 28, 2026
In Arnold v. Blue Ridge Landfill, the court denied defendant's motion for summary judgment in a royalty payment dispute turning on whether contractual language requiring payments on revenues for "final disposal of solid waste in the sanitary landfill operated on the Property" encompasses disposal occurring in portions of the landfill not physically located on the Property. The ruling preserves plaintiff's claim that the royalty obligation extends beyond the strict geographic boundaries of the Property itself.