Background

This reconsideration motion follows the court's April 2025 opinion granting in part defendants BPP HoldCo LLC, Primexx Energy Corporation, and M. Christopher Doyle's motion for summary judgment (2025 Tex. Bus. 9). The underlying dispute centers on whether defendants breached their duty of good faith when HoldCo exercised drag-along rights under a partnership agreement to force a sale to Callon. Plaintiffs Primexx Energy Opportunity Fund, LP and related entities (PEOFs) alleged multiple theories of bad faith conduct in connection with the transaction.

The Reconsideration Motion

PEOFs moved for reconsideration, arguing the court erred in its prior summary judgment ruling. The court began by noting that "after a court grants a summary judgment motion, the court generally has no obligation to consider further motions on the issues adjudicated by the summary judgment," citing Macy v. Waste Mgmt., Inc., 294 S.W.3d 638, 651 (Tex. App.—Houston [1st Dist.] 2009, pet. denied). Nonetheless, the court stated it would address PEOFs' arguments, though it noted in a footnote that the memorandum opinion "does not expressly address every argument PEOFs' reconsideration motion asserts" but that "the court considered all of PEOFs' arguments and rejects them."

The Court's Core Clarification

The court emphasized that its prior opinion did not conclude, as PEOFs contended, that "HoldCo was 'allow[ed] to act in bad faith' so long as it 'rel[ies] on a contractual provision purportedly permitting its conduct.'" Instead, the court reiterated that "movants' summary judgment motion distilled to whether there was a genuine issue of material fact regarding whether they failed to act in good faith (that is, acted in bad faith) regarding the Callon sale."

The court noted that PEOFs' own motion conceded this point:

As is required by the text of the Partnership Agreement, the Court found in its Opinion that PEC and BPP HoldCo owed the duty of good faith to Plaintiffs, including with respect to the execution of the drag-along provision. See Op. at ¶ 161 ("But HoldCo (and PEC) had to conduct the sale in good faith."); ¶ [1]64 ("But, HoldCo still had to discharge that obligation in good faith."); ¶ 194 ("HoldCo's 'fiduciary' duties required it to perform in good faith"). In fact, the Opinion recognizes that the "analysis converges on whether HoldCo acted in good faith when it exercised its drag-along rights and forced the sale . . ." Id. at ¶ 134.

The Court's Analytical Framework

The court explained that its analysis "considered PEOFs' causes of action, claims (which allege several ways in which they posit movants failed to act in good faith regarding the Callon sale), arguments, and all proper summary judgment evidence." This evidence included "movants' summary judgment evidence, PEOFs' responsive evidence, and PEOFs' FAP admissions."

The opinion concludes mid-sentence: "After considering the parties' arguments and all the proper summary judgment evidence, the co[urt]..." The source document ends at this point without completing the analysis.

Significance for Texas Commercial Practice

This reconsideration opinion reinforces that the Business Court's summary judgment analysis in partnership disputes requires careful examination of whether parties exercised contractual rights in good faith, even where partnership agreements contain explicit provisions authorizing certain conduct. The court's clarification that it did not create a blanket rule permitting bad faith conduct when exercising contractual rights is significant for future partnership litigation in the Business Court.