Background: A Private Equity Dispute Across Multiple Filings

This case arises from claims by two limited partners—Primexx Energy Opportunity Fund LP and Primexx Energy Opportunity Fund II LP (collectively, Plaintiffs)—against Blackstone-affiliated entities and other defendants over the sale of a partnership's business to a third party. Plaintiffs allege that the Blackstone defendants breached statutory and contractual duties by forcing a sale of the partnership's business. The dispute has traveled a complex procedural path: Plaintiffs first sued in Dallas County District Court (the "First Action"), which was dismissed based on a forum-selection clause; then filed in federal court (the "Second Action"), which was dismissed; sued again in Dallas County (the "Third Action"), which the parties attempted to remove to the Business Court but ultimately dismissed by agreement; and finally filed the instant action in the Business Court in October 2024.

The Jurisdictional Issue

Nine Blackstone-affiliated defendants—each alleged to be a "direct subsidiary" of Blackstone, Inc.—filed special appearances challenging personal jurisdiction in the instant action. The dispositive fact: in the First Action, these same Blackstone defendants "filed answers in the First Action without filing special appearances." They also moved to dismiss based on a forum-selection clause in the partnership agreement, which the Dallas County court granted. Plaintiffs argued that by answering without specially appearing in the First Action, the Blackstone defendants consented to personal jurisdiction in Texas for this dispute, and that consent carries forward to the instant Business Court proceeding involving the same claims, parties, and transaction.

The Court's Analysis: Statewide Consent

The court framed the dispositive issue as "whether filing an answer in an earlier iteration of the dispute in one court consents to personal jurisdiction to litigate the same dispute in a later-filed suit in a different court in the same state." The court answered affirmatively, concluding:

it does because the focus is on the defendants' consent to litigate the dispute in the state—not a particular court within the state.

The opinion emphasizes that the instant petition "asserts the same causes of action arising out of the same transaction as the First Action against the same Blackstone Defendants." Indeed, nonspecially appearing defendants had previously represented in the Third Action that Plaintiffs "filed the instant action, alleging the same claims against the same parties arising out of the same transaction as the First Action," and that "many of the allegations in the instant action are word-for-word verbatim [] in the First Action."

Practical Implications

The ruling clarifies that a defendant's consent to personal jurisdiction by filing an answer without a special appearance in one Texas court extends to subsequent litigation of the same dispute in other Texas courts, including the Business Court. This decision may affect strategic considerations for defendants facing serial litigation over the same transaction in multiple Texas venues.