Partnership Agreement Liability Waiver Shields Non-Partners from Derivative Claims Despite Third-Party Beneficiary Disclaimer
Read the Court's Opinion (PDF)
Judge Bill Whitehill
In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation, the Business Court of Texas addressed whether TAPA § 13.9's liability waiver for "Partner Affiliates" shields CEO Christopher Doyle and Blackstone entity defendants from conspiracy, aiding and abetting, and knowing participation claims related to the Callon sale. The central dispute turns on whether § 13.9's protections apply notwithstanding TAPA § 13.2's provision disclaiming third-party beneficiaries, with Doyle citing Pratt-Shaw v. Pilgrim's Pride Corp. to support his position as a protected non-partner affiliate.
Court Staff Summary
Ruling that a partnership agreement exempts certain defendants from liability.
The Texas Business Court's Division 1 has issued a ruling addressing the interplay between partnership agreement liability waivers and third-party beneficiary disclaimers in Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation. The court's memorandum opinion and order nunc pro tunc examines whether TAPA § 13.9 exempts certain non-partner defendants from derivative liability claims arising from the Callon sale transaction.
Background and Parties
The dispute arose from the Callon sale, a transaction involving Primexx Energy Corporation (PEC) that was approved pursuant to drag-along sale rights held by BPP HoldCo LLC. Plaintiffs Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP (collectively, PEOFs) brought claims against Christopher Doyle, who served as PEC's CEO and a director during the transaction but was not himself a Primexx partner. PEOFs also sued multiple Blackstone entity defendants (excluding HoldCo). The court had previously dismissed Blackstone Inc. and Angelo Acconcia for lack of personal jurisdiction, and had issued summary judgment rulings on PEOFs' fiduciary breach and contract breach causes of action against the Blackstone Defendants in earlier orders.
The Central Question
The issue before the court was whether TAPA § 13.9 exempts Doyle and the remaining Blackstone Defendants from potential conspiracy, aiding and abetting, and knowing participation liability for any claims PEOFs may have against HoldCo or PEC regarding the Callon sale. The court's order relates to its summary judgment rulings discussed in prior opinions and its May 9, 2025 order dismissing PEOFs' breach claims against the Blackstone Defendants.
The Parties' Positions
Doyle, who was a PEC director and CEO during the Callon sale negotiations and approval but not a Primexx partner, argued that § 13.9 waives potential claims against him as a "Partner Affiliate" as defined in that section. He cited Pratt-Shaw v. Pilgrim's Pride Corp., 122 S.W.3d 825, 830 (Tex. App.—Dallas 2003, no pet.) in support of his position.
PEOFs raised two counterarguments. First, they contended that TAPA § 13.2's "Entire Agreement" clause, which provides that the TAPA "shall not be deemed for the benefit of creditors" or other non-parties, precludes Doyle from invoking § 13.9's protections. The source document indicates PEOFs presented a second argument as well, though the provided excerpt ends before fully detailing that position.
The Court's Conclusion
The court concluded that § 13.9 does exempt Doyle and the Blackstone Defendants from the potential derivative liability claims. The court based its decision on two findings: (i) Doyle and the Blackstone Defendants are within the class of persons § 13.9 exempts from potential liability regarding the Callon sale, and (ii) § 13.9 applies notwithstanding any other TAPA terms, including TAPA § 13.2's terms disclaiming third-party beneficiaries.
Case: Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation, No. 24-BC01B-0010, 2025 Tex. Bus. 21 (Bus. Ct. Tex. 1st Div. May 22, 2025)