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Hon. Melissa Davis Andrews
Judge · Seat 3A
Texas Business Court · Third Business Court Division (Austin)
Biography
Melissa Andrews is a judge on the Texas Business Court, where she serves in the Third Division in Austin, Texas. Judge Andrews is Board Certified in Civil Appellate Law by the Texas Board of Legal Specialization. Before coming to the bench, she focused her legal practice on appellate briefing and oral argument, strategic dispositive motions, expert challenges, preservation of error, and jury charges. She has represented clients in the United States Supreme Court, the Supreme Court of Texas, several United States Courts of Appeals, and trial and appellate courts across the county. She also previously worked at the Supreme Court of Texas as an attorney for Justice Jeff Boyd and a law clerk for Justice Don Willett (now serving on the Fifth Circuit Court of Appeals), as well as at the First Court of Appeals as an attorney for Justice Harvey Brown. She is currently the immediate past Chair of the Austin Bar Association’s Civil Appellate Section. She also serves on the Texas Board of Legal Specialization’s Advisory Commissions for Civil Appellate Law as well as for Judicial Administration. She is a frequent CLE presenter and has authored several law review articles. She received her Juris Doctorate from the University of Texas School of Law, where she was a member of the Texas Law Review, served as a Teaching Quizmaster, and graduated with honors. She received her Bachelor of Science degree from Texas A&M University, where she graduated magna cum laude.
Opinions by Judge Andrews (14)
Certificate of Formation Controls Over Conflicting Bylaws in Nonprofit Governance Dispute
In Sri Shirdi Sai Baba Temple of Austin v. Lam, Division 3 granted summary judgment for defendants, holding that a nonprofit corporation's certificate of formation stating it "will have no members" and vesting management in the board controls over 2025 bylaws purporting to convert the entity to a member-managed corporation. The court rejected any jurisdictional bar from the church-autonomy doctrine, finding the dispute presented a non-ecclesiastical issue of corporate governance decidable by neutral application of Texas corporate law.
Delaware's Implied Covenant of Good Faith Governs Ethylene Supply Contract Dispute in First-of-Refusal Nomination Case
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.
Joint Venture Claims Fail Without Allegations of Profit-and-Loss Sharing; No Fiduciary Duty Pass-Through from Corporate Manager to Individual Officers
In Enosis Investments v. Jensen, the Business Court's Third Division granted early resolution under Rule 166(g), holding that plaintiffs failed to plead a joint venture because they did not allege an agreement to share both profits and losses, and that written company agreements disclaiming joint ventures and containing integration clauses independently defeated the claim. The court further held that while a manager of manager-managed LLCs may owe fiduciary duties to the LLCs, a corporate manager's fiduciary duty does not pass through to its individual officers and owners absent grounds for piercing the corporate veil.
Business Court Dismisses Trade Secrets Suit for Lack of Personal Jurisdiction Over Out-of-State Defendant with Substantial Texas Presence
In GoSecure v. CrowdStrike, Division 3 granted CrowdStrike's special appearance and dismissed claims arising from alleged 2011-2012 California trade secret misappropriation, holding that neither general jurisdiction (despite CrowdStrike's large Texas office and sales) nor specific jurisdiction (because claims did not "arise out of or relate to" Texas contacts occurring years after the operative facts) existed over the Delaware corporation principally based in California. The decision clarifies that substantial in-state business operations alone cannot support general jurisdiction absent principal place of business, and that specific jurisdiction requires a substantial connection between forum contacts and the operative facts underlying the claims.
Liquidated Damages Enforceability Turns on Fact Issues in Natural Gas Contract Dispute
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.
Force Majeure Clauses Do Not Require Spot-Market Purchases or Buybacks Absent Express Language
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.
Battle of the Forms in Energy Contracts: Business Court Holds Dueling Transaction Confirmations Can Both Be Binding
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.
Plaintiff Successfully Pleads Out of Business Court Jurisdiction by Amending Away Governance Claims
In Reed v. Rook TX, Division 3 granted plaintiff's renewed motion to remand after he strategically amended his Fourth Amended Petition to eliminate all governance, governing-document, and internal-affairs allegations that had initially supported the Court's jurisdiction under Section 25A.004(b)(2). The Court held it lacked supplemental jurisdiction without plaintiff's consent, qualified-transaction jurisdiction because consideration fell below the statutory minimum, and trade-regulation jurisdiction because negligence per se constitutes a tort claim rather than a trade-regulation claim.
Trade Secret Privilege Waived When Not Asserted Before Discovery Ruling Under Rule 193.3
In SafeLease Insurance Services LLC v. Storable, Inc., the Business Court of Texas denied reconsideration of a discovery order compelling production of a customer list, holding that Storable failed to preserve its trade-secret privilege under Texas Rule of Civil Procedure 193.3(a) by raising it for the first time in post-ruling motions. The memorandum opinion addresses whether parties must affirmatively assert privilege claims in discovery responses rather than after an adverse ruling, and whether trade secrets may be discoverable when necessary for antitrust claims and protected by agreed protective orders.
Internal Affairs Jurisdiction Does Not Require Predominance: Business Court Retains Lottery Fraud Case Implicating LP Formation and Purpose
In Reed v. Rook TX, LP, the Business Court's Third Division denied remand and held that Section 25A.004(b)(2)'s internal affairs jurisdiction extends to claims concerning when a limited partnership was formed, whether it was formed for improper purposes, and whether a plaintiff can recover partnership proceeds from its partners and others—rejecting the argument that governance or internal affairs must be the predominant focus of the case. The ruling clarifies that jurisdiction exists when internal affairs are substantially implicated, even if they are not the only matters the action concerns.
Judge Andrews Establishes Framework for Attorney's Eyes Only Designations and In-House Counsel Access in Discovery Disputes
In Westlake Longview Corp. v. Eastman Chemical Co., the Business Court of Texas, 11th Division, granted in part Eastman's motion for a two-tiered protective order with an Attorney's Eyes Only designation for commercially sensitive information, but declined to rule on which specific materials merit AEO protection or whether particular in-house counsel should have access. The Court held that both determinations require a balancing of competing interests based on specific, non-conclusory evidence that had not yet been presented.
Post-Hearing Expert Exclusion Motions Must Be Timely Presented and Cannot Collaterally Attack Temporary Injunction Orders
In Safelease Insurance Services LLC v. Storable, Inc., the Business Court's Third Division addressed a post-temporary-injunction motion combining objections to the injunction order, a request to rule on expert exclusion, and a motion to reconsider. The case arises from a dispute over SafeLease's access to Storable's facility-management software platforms used by mutual self-storage facility customers, with SafeLease alleging Storable blocked access to benefit its competing insurance products while Storable asserted it was enforcing terms of use and mitigating security threats.
Removal Deadline to Business Court Does Not Begin Before Suit Is Filed, Division 3 Holds
In SafeLease Insurance Services LLC v. Storable, Inc., the Business Court denied a motion to remand, holding that the 30-day removal period under Section 25A.006 and Rule 355 does not begin running before the lawsuit is filed, even when the removing party knew all jurisdictional facts earlier. The Court also reaffirmed that actions seeking only equitable relief can satisfy the jurisdictional amount-in-controversy requirement without any party seeking damages.
Business Court Clarifies Amount-in-Controversy Requirements for Injunctive Relief Under Section 25A.004(e) and Adopts Burden-Shifting Framework for Removal Challenges
In C Ten 31 LLC v. Tarbox, the Business Court held that Section 25A.004(e)'s grant of jurisdiction over actions seeking injunctive or declaratory relief incorporates the amount-in-controversy limits of the underlying subsections—here, Subsection (b)'s $5 million threshold. The Court adopted a burden-shifting framework in which the party moving to remand bears the initial burden of showing the pleaded amount is fraudulent or readily established otherwise, while the party asserting jurisdiction bears the ultimate burden of proof at trial.