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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 (4)
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.
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.
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.