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Hon. Brian Stagner
Judge · Seat 8B
Texas Business Court · Eighth Business Court Division (Fort Worth)
Biography
Judge Brian Stagner serves on the Texas Business Court for the Eighth Division, located in Fort Worth, Texas. Before his appointment to the bench, Judge Stagner practiced law for 27 years at Kelly Hart & Hallman LLP, where he served as partner and co-chair of the firm’s Litigation Practice Group. During this time, he handled complex business litigation in more than 40 states, representing clients on both sides of the docket. His practice included corporate governance disputes, unfair business practices, e-commerce, insurance coverage, taxation, consumer class actions, and intellectual property matters. Judge Stagner has been listed in The Best Lawyers in America® annually since 2010. In addition to his judicial duties, Judge Stagner is an adjunct professor at Texas Christian University, where he teaches Business Law. He is a former Barrister of the American Inns of Court and is a sustaining Life Fellow of the Texas Bar Foundation, as well as a Fellow of the Tarrant County Bar Foundation. Judge Stagner earned his law degree, summa cum laude, from Texas Tech University School of Law, where he served on the Law Review and was named to the Order of the Coif. He also holds a Bachelor of Business Administration in Management from Angelo State University. Judge Stagner and his wife, Amy, have been happily married for 30 years and are proud parents of two daughters, Claire and Katie.
Opinions by Judge Stagner (13)
Statute of Frauds Bars Enforcement of Real Estate Contract Where Legal Description Deferred to Future Survey
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.
Forum-Selection Clauses in Operating Agreements Cannot Override Business Court Jurisdiction Absent Major Transaction Requirements
In South Shore ER v. Bashiri, the Business Court confronted a motion to remand a corporate-opportunity dispute involving alleged diversion of plans to open a stand-alone emergency center in Manvel, Texas. The case required the court to evaluate whether an LLC operating agreement's venue clause could override removal jurisdiction and when the 30-day removal clock begins under the Business Court Act.
Drag-Along Rights Turn on Present Control, Not Post-Closing Governance Arrangements
In Energy Founders Fund v. Daskevich, the Texas Business Court held that a buyer was not an "Affiliate" under a company agreement's drag-along provision where the selling member possessed no equity, voting authority, or management power over the buyer before closing, notwithstanding negotiated post-closing governance rights. The court rejected the argument that contingent future control relationships can retroactively create affiliate status, emphasizing that the agreement's definition requires actual possession of present governance power.
Membership Interests Cannot Be Severed from the Company Agreement That Creates Them
In Camino Real Developers v. RivenRock, the Texas Business Court granted summary judgment on the question of whether a purchaser of a 50% LLC membership interest could acquire ownership while disclaiming the obligations imposed by the company agreement. The court held that a membership interest is inseparable from the contractual framework that defines it, concluding that the interest and the agreement are legally inseparable.
Removal Deadline Under Section 25A.006(f)(2) Is Not a Prohibition on Early Removal During Pending TI Application
In Aspire Commercial v. Stephenson, the Business Court of Texas denied a motion to remand filed by defendant Christopher Stephenson, who argued that removal was premature while a temporary injunction application remained pending in district court. The court's ruling addresses the timing of removal when TI applications are under advisement and the standards for establishing the $5 million jurisdictional threshold.
Contractual Obligations Are 'Payable' at Maturity Regardless of Available Funds, Triggering Put-Right Remedy
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."
Board Approval Alone Suffices for Unit Transfers Under Company Agreement; Special Director Consent Not Required
In Energy Founders Fund v. Daskevich, Division 11 granted summary judgment holding that a company agreement's Section 9.2 required only majority board approval—not dual-director consent under Section 7.2(c)(ii)—to transfer membership units, including a 100% equity sale triggering drag-along rights. The court applied plain-language contract interpretation principles, finding no ambiguity in the LLC agreement's governance provisions.
Advancement Rights Governed by Agreement in Effect When Conduct Occurred, Not When Suit Filed—But Claims Must Arise 'By Reason Of' Director Service
In Energy Founders Fund v. Daskevich, the Business Court denied a director's motion to compel advancement of legal fees, holding that while the company agreement in effect during the director's service governs advancement rights—not a later amendment eliminating those rights—the claims against him did not arise "by reason of" his director service as required by the agreement's advancement provision. The decision clarifies that advancement is a conduct-based contractual right distinct from indemnification, but its scope is limited to claims causally connected to the director's corporate role.
Business Court Grants Partial Injunction on Non-Compete, Applies Blue Pencil Doctrine to Overbroad Covenant
In Galderma Laboratories v. Brenner, the Texas Business Court's Eighth Division granted in part a temporary injunction enforcing a non-compete agreement against a former executive, but reformed the covenant's scope under the blue pencil doctrine after finding certain service restrictions overbroad. The court denied injunctive relief on customer non-solicit, worker non-solicit, confidentiality, and TUTSA claims, finding Galderma failed to meet its burden on probable success or irreparable harm.
Declaratory-Judgment Counterclaims Cannot Serve as Fee-Shifting Vehicles for Issues Already Joined
In CRS Mechanical v. Norfolk Cold Storage, plaintiffs moved for summary judgment to dismiss defendants' declaratory-judgment counterclaim seeking declarations that no partnership existed and that mechanic's liens were invalid. The motion challenged whether defendants' requested declarations impermissibly duplicated issues already joined by plaintiffs' breach-of-fiduciary-duty claims or sought relief regarding Nebraska real property beyond the Court's jurisdiction.
Rule 91a Dismissal Standards Applied to Veil Piercing and Individual Liability Claims in Acquisition Dispute
In Lensabl, Inc. v. RBH SPE One, LLC, the Texas Business Court's Eighth Division granted in part and denied in part a Rule 91a motion to dismiss, holding that fraud claims against an individual principal were adequately pleaded but dismissing breach-of-contract and veil-piercing claims for failure to state legally cognizable claims. The November 5, 2025 memorandum opinion addresses the pleading standards required to survive dismissal in a dispute arising from a $28.9 million acquisition agreement.
Business Court Retains Jurisdiction Over LLC Winding-Up Despite Parallel District Court Litigation
In Martens v. Lamkin Land & Cattle Company, Judge Stagner rejected defendants' attempt to dismiss or abate a Business Court action seeking involuntary winding-up of an LLC under Section 11.314, holding that the claim was not compulsory in earlier-filed district court litigation over sale proceeds and that the two cases were not sufficiently interrelated to invoke dominant jurisdiction. The decision clarifies that Business Court jurisdiction over entity governance disputes is not defeated by parallel contract claims in traditional courts.
Amount-in-Controversy Pleading Standards: Business Court Permits Repleading After Initial Jurisdictional Deficiency
In M&M Livestock v. Robinson, the Business Court of Texas denied a plea to the jurisdiction challenging the $5 million amount-in-controversy threshold after initially deferring ruling to permit plaintiffs to amend their petition and provide additional jurisdictional briefing. The memorandum opinion addresses the pleading requirements for derivative and internal-affairs claims under Section 25A.004(b), requiring specific factual allegations supporting damages calculations rather than conclusory statements.