Rule 91a Dismissal Standards Applied to TTLA and Fraud Claims in LLC Expulsion Dispute
Read the Court's Opinion (PDF)
Judge Jerry D. Bullard
In Tall v. Vanderhoef, the Business Court of Texas denied in part a Rule 91a motion targeting individual TTLA and fraud claims brought by an expelled LLC member, while granting a motion to stay proceedings pending arbitration of the underlying expulsion dispute. The court's forthcoming written opinion will address whether allegations of misappropriated distributions constitute property interests distinct from company assets under the Texas Business Organizations Code.
Court Staff Summary
Granting in part and denying in part a motion to dismiss various claims under Rule 91a. Granting a motion to stay pending arbitration.
Background: Expulsion from a Healthcare Services LLC
Jaime Tall and Scott Vanderhoef founded Direct Care Source, LLC (DCS) in June 2016 to complement Heaven at Home, Inc. (HHI), an affiliated business owned by Vanderhoef that employed Tall. Vanderhoef owned 70 percent of DCS and served as its sole manager; Tall owned the remaining 30 percent until Vanderhoef expelled her in May 2024 pursuant to DCS's company agreement (the "FARCA") adopted in November 2023. Article 15 of the FARCA required that disputes about a member's expulsion be submitted "to binding arbitration under rules of the American Arbitration Association and pursuant to Texas law." Rather than arbitrate, Tall filed suit asserting numerous individual and derivative causes of action sounding in contract and tort.
The Procedural Posture: Competing Motions
In response to Tall's lawsuit, DCS counterclaimed; DCS and Vanderhoef initiated arbitration proceedings concerning Tall's expulsion; Vanderhoef moved to dismiss some of the individual and derivative claims under Rule 91a; and all defendants moved to stay proceedings pending arbitration. Tall subsequently filed a second amended petition containing three exhibits—the employment agreement, the FARCA, and its consent—bringing eight counts encompassing individual and derivative claims based primarily on her status as a member of DCS.
The Court's Ruling
On April 2, 2025, the court issued an order granting in part and denying in part Vanderhoef's Rule 91a Motion to Dismiss and granting the defendants' Motion to Stay Proceedings Pending Arbitration. The court stated that its written opinion explaining the ruling would be forthcoming. The memorandum opinion, filed April 21, 2025, provides the court's reasoning for these rulings, though the source document ends before detailing the substantive legal analysis.