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Hon. Bill Whitehill
Judge · Seat 1B
Texas Business Court · First Business Court Division (Dallas)
Biography
Bill Whitehill is an inaugural Judge of the Texas Business Court First Division, Dallas. He came to the Court from Condon Tobin Sladek Thornton Nerenberg PLLC, where he was a member and led the firm’s Appellate Section. Before joining the Business Court, Bill served as a Justice on the Texas Fifth District Court of Appeals, where he authored over 600 substantive opinions. Bill was an associate and partner at Gardere Wynne Sewell, LLP, now known as Foley & Lardner, LLP for thirty-three years. At Gardere, he handled commercial, antitrust, securities, intellectual property, and fiduciary trials and appeals. He is a sustaining life fellow of the Texas Bar Foundation, and fellow of the Dallas Bar Foundation. He is a homeless kitchen volunteer for Cornerstone Baptist Church and is a former co-teacher and mentor at Cornerstone Crossroads Academy. Bill received a Bachelor of Business Administration in Finance from The University of Texas at Austin and a Juris Doctor with honors from the SMU Dedman School of Law and an Order of the Coif member.
Opinions by Judge Whitehill (22)
Personal Jurisdiction Over Corporate Agents Requires Allegations of Personal Tortious Acts, Not Imputed Corporate Conduct
In CWK Management v. Maggi, the Texas Business Court granted a nonresident shareholder's special appearance, holding that specific personal jurisdiction does not exist where plaintiffs allege only that the defendant "concocted" or "orchestrated" a transaction through an LLC, without alleging personal tortious acts in Texas or seeking to pierce the corporate veil. The court rejected imputation of the LLC's contacts to the individual defendant, emphasizing that conclusory group pleading cannot satisfy the plaintiff's jurisdictional burden.
Work Product Doctrine Does Not Protect Non-Lawyer Notes Lacking Attorney Mental Impressions
In Synergy Thermogen v. Blackbrush Oil & Gas, the Business Court held that notes of a telephone call between plaintiff's former employee and defendant's non-lawyer representatives are neither core nor protected noncore work product where they contain only factual summaries without attorney mental impressions and the requesting party demonstrated substantial need and undue hardship. The decision clarifies that even when an attorney directs a non-representative to take notes, the work product doctrine does not shield purely factual recitations from discovery.
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.
Imputed Knowledge, Due Process, and Res Judicata: Business Court Addresses Entity Identification and Post-Bankruptcy Claims in Arena Partnership Dispute
In Dallas Sports Group v. DSE Hockey Club, the Business Court's Division 1 addressed whether a redemption letter's technical misnomer defeated its effectiveness when the recipient entity's officers had actual knowledge, whether adding a party shortly before trial violated due process, and whether res judicata barred claims based on post-confirmation conduct regarding assumed bankruptcy contracts. The May 5, 2026 order clarifies imputed knowledge standards and procedural protections in complex partnership disputes involving multiple affiliated entities.
Business Court Exercises Discretion to Deny Attorneys' Fees Under Section 37.009 Despite Clear Victory on Merits
In Dallas Sports Group v. DSE Hockey Club, the Business Court's 1st Division ordered each side to bear its own attorneys' fees under Civil Practice and Remedies Code § 37.009 despite plaintiffs prevailing on all substantive issues in a declaratory judgment action concerning redemption of partnership interests in the American Airlines Center. The court exercised its equitable discretion under the statute, which permits but does not require fee awards based on what is equitable and just rather than prevailing party status alone.
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.
Contract Construction and Location Commitments: Business Court Interprets Four Interrelated Agreements to Determine Redemption Rights in Arena Partnership Dispute
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.
Business Court Interprets 'Responsible Third Party' and 'Harm for Which Recovery Is Sought' Under Chapter 33
In Preston Hollow Capital v. Truist Bank, the Texas Business Court interpreted Civil Practice & Remedies Code Chapter 33's definition of "responsible third party," focusing on the statutory phrase "the harm for which recovery of damages is sought." Judge Whitehill's memorandum opinion addresses how this language determines which non-parties may be designated as responsible third parties in proportionate responsibility disputes.
Punitive Damages Waivers Enforceable in Bond Trustee Disputes; Terminated Trustees Retain Confidentiality Duties
In Preston Hollow Capital v. Truist Bank, the Texas Business Court held that the Trust Code does not bar enforcement of contractual punitive damages waivers in bond financing arrangements and that such waivers extend to related contracts within the same financing structure. The court further ruled that a trustee who resigns and is replaced must continue to protect confidential information obtained during the trust relationship, limiting discovery on post-termination breach claims.
Fiduciary Shield Doctrine Protects Out-of-State Officer from Personal Jurisdiction in Real Estate Joint Venture Dispute
The Business Court granted a California resident's special appearance and dismissed third-party claims without prejudice, holding that respondents failed to plead or prove sufficient Texas contacts to support personal jurisdiction over the officer who allegedly acted solely in his corporate capacity. The court applied the fiduciary shield doctrine despite allegations of fraud and misrepresentation in connection with a failed joint venture to acquire Princeton, Texas real property.
Discovery Rule and Inquiry Notice Bar Fraud Claims Against Healthcare Investment Defendants Despite Alleged Concealment
In Riverside Strategic Capital Fund I v. CLG Investments, 2025 Tex. Bus. 35, the Business Court of Texas granted traditional summary judgment on statute of limitations grounds, holding that inquiry notice more than four years before suit was filed barred fraud, money had and received, and conspiracy claims arising from a securities purchase agreement. The court found that summary judgment evidence conclusively established plaintiffs were aware of facts that would cause a reasonably prudent person to make an inquiry leading to discovery of their causes of action.
Personal Jurisdiction Requires More Than Investment in Texas-Based Company: Business Court Grants Special Appearance
In Riverside Strategic Capital Fund I v. CLG Investments, 2025 Tex. Bus. 33, Judge Whitehill granted a special appearance by nineteen out-of-state defendants, holding that plaintiffs failed to establish minimum contacts where defendants invested in a Delaware entity governed by Delaware law and made no purposeful contacts with Texas. The court rejected arguments that knowledge of the company's Texas operations, designation of a Texas-based agent, or participation in prior Texas litigation established specific jurisdiction over passive investors.
Business Court Clarifies Removal Procedure, Internal Affairs Jurisdiction, and Amount-in-Controversy Scope in Real Estate Development Dispute
In Chaudhry v. Stillwater Capital Investments, Division 1 held that defendants need not file separate removal notices to benefit from removal, that fraud-in-the-inducement claims regarding LLC company agreements fall within the court's subject matter jurisdiction over internal affairs and governing documents, and that the amount-in-controversy requirement applies case-wide including counterclaims. The court also rejected non-statutory grounds for declining to exercise subject matter jurisdiction.
Personal Jurisdiction Requires Purposeful Forum Contacts Attributable to the Specific Defendant, Not Group Pleading
In Primexx Energy Opportunity Fund v. Primexx Energy Corporation, the Business Court granted special appearances by Angelo Acconcia and Blackstone Inc., holding that plaintiffs failed to establish that claims arose from Acconcia's purposeful contacts with Texas and that his forum contacts were attributable to a different entity, not Blackstone Inc. The court rejected group pleading and required individualized jurisdictional analysis for each defendant, dismissing claims against both defendants for lack of specific personal jurisdiction.
Partnership Agreement Liability Waiver Shields Non-Partners from Derivative Claims Despite Third-Party Beneficiary Disclaimer
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.
Business Court Clarifies 'Qualified Transaction' Jurisdictional Test: Assignment of Promissory Notes Meets $10 Million Threshold When Contracted-For Interest Included
In *Atlas IDF v. NexPoint Real Estate Partners*, the Business Court's First Division held that an action to collect on assigned promissory notes arises out of a qualified transaction under Government Code § 25A.001(14) where the assignment itself constitutes the transaction and the notes' aggregate principal plus contracted-for interest exceeds $10 million. Judge Whitehill's opinion establishes that "consideration" includes anticipated interest as part of demand notes' bargain and that the "amount in controversy" calculation includes contracted-for interest, not merely principal.
Motion for Reconsideration Denied: Business Court Reaffirms That Lawful Exercise of Drag-Along Rights Is Not Bad Faith
In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corp., the Business Court denied plaintiffs' motion to reconsider summary judgment, clarifying that its prior opinion did not permit bad faith conduct merely because defendants relied on contractual drag-along provisions. The court emphasized that its analysis focused on whether genuine issues of material fact existed regarding whether defendants failed to act in good faith when exercising their drag-along rights under the partnership agreement.
Characterization of Natural Gas as Personalty Defeats Plea to Jurisdiction Based on New Mexico Real Property
In Targa Northern Delaware LLC v. Franklin Mountain Energy 2 LLC, Division 1 of the Business Court denied a plea to the jurisdiction in a breach-of-contract dispute over natural gas deliveries, holding that the case concerned severed natural gas (personalty) rather than subsurface mineral interests (realty) in New Mexico. The court concluded that any effect on New Mexico real property ownership was merely incidental and collateral to the core issue of which party first materially breached its contractual delivery obligations.
Drag-Along Rights and Modified Fiduciary Duties Survive Summary Judgment Challenge in Private Equity Partnership Dispute
In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation, 2025 Tex. Bus. 9, the Texas Business Court addressed whether a partnership agreement could contractually limit—to the greatest extent permitted by law—a partner's statutory duties of loyalty and care under the TBOC when exercising drag-along rights to force a sale. The court held that while these duties cannot be eliminated, Texas's freedom of contract principles permit partners to expressly limit them, and the case centered on the enforceability of those limits.
Filing an Answer in One Texas Court Constitutes Consent to Personal Jurisdiction Statewide for the Same Dispute
In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation, the Texas Business Court denied special appearances by nine Blackstone-affiliated defendants, holding that filing an answer without a special appearance in an earlier Dallas County suit involving the same dispute constituted consent to personal jurisdiction in Texas for a subsequently filed Business Court action. The ruling establishes that consent to litigate a dispute extends to the state as a whole, not merely to a particular court within the state.
Business Court Lacks Authority Over Pre-September 1, 2024 Cases: Whitehill Grants Remand in Synergy Global
In Synergy Global Outsourcing, LLC v. Hinduja Global Solutions, Inc., the Business Court of Texas granted a motion to remand a 2019-filed contract dispute, holding that H.B. 19, § 8's plain text restricts the court's authority to "civil actions commenced on or after September 1, 2024," precluding removal of cases filed in district court before that date. The October 31, 2024 opinion resolves a threshold statutory construction question about the temporal scope of the court's removal jurisdiction under Government Code § 25A.006.
Business Court Remands Pre-Effective-Date Case Removed After September 1, 2024
In Energy Transfer LP v. Culberson Midstream, Judge Whitehill granted a motion to remand a case that was originally filed in district court before September 1, 2024, but subsequently removed to the Business Court. The decision establishes that the Business Court lacks jurisdiction over cases filed before its statutory effective date, even when removal is attempted after that date.