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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 (7)
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.
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.
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.
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.
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.