Rule 91a Motion Denied Where Partnership Dissolution Pleadings Satisfy Notice Standard
Read the Court's Opinion (PDF)
Judge Stacy Sharp
In Hensarling v. Carmichael, the Business Court's Fourth Division held it had subject-matter jurisdiction over a partnership dissolution claim because the plaintiff sought dissolution of the entire partnership, satisfying the amount-in-controversy requirement even without seeking monetary damages. The court also addressed whether a nonsuit filed two days before the hearing prevented it from ruling on defendants' pending Rule 91a motion to dismiss.
Court Staff Summary
Denying the defendants’ motion to dismiss under Rule 91a. The Court first finds that the case falls within the Court’s jurisdictional scope and that the plaintiff’s non-suit was not filed in time to prevent the court’s ruling on the Rule 91a motion. It next finds that the plaintiff’s application to wind up a partnership under section 11.314 of the Business Organizations Code provided sufficient factual allegations to support her claims at this early stage of the case. The Court declined to award fees.
Background
Sandra Hensarling, a limited partner in Northglen, Ltd., filed suit seeking court-ordered dissolution and winding up of the partnership under Texas Business Organizations Code section 11.314. She named as defendants J. George Carmichael (individually and as trustee), CDC/VIC Partners, LLC (the general partner), and Northglen itself. Hensarling alleged that Carmichael made major partnership expenditures requiring her to make capital contributions in contravention of the 2001 Partnership Agreement, then made a large, high-interest loan to Northglen himself. She further alleged Carmichael erroneously valued the partnership, stonewalled buyout negotiations, and refused her access to financial information.
Defendants moved to dismiss under Rule 91a on November 6, 2025 (amended November 10), arguing the claims lacked basis in law or fact. On December 8, 2025—two days before the scheduled December 10 hearing—Hensarling filed a notice of nonsuit without prejudice. At the hearing, Hensarling's counsel raised a jurisdictional question, prompting the court to invite post-argument briefing on the issue of subject-matter jurisdiction.
The Jurisdictional Analysis
Though defendants' motion did not challenge the court's subject-matter jurisdiction, the court addressed the issue after it was raised at the hearing. The court applied established Texas law that
the plaintiff's pleadings are determinative unless the defendant specifically alleges that the amount was pleaded merely as a sham for the purpose of wrongfully obtaining jurisdiction, or the defendant can readily establish that the amount in controversy is insufficient.
The court cited Tune v. Texas Department of Public Safety for the principle that the amount-in-controversy threshold can be satisfied based on either "the sum of money or the value of the thing originally sued for." Applying this standard, the court noted that
actions in which damages were not sought nevertheless could satisfy jurisdictional amount-in-controversy minimums,citing SafeLease Insurance Services LLC v. Storable, Inc.
The court concluded that Hensarling's petition alleged the suit fell within the court's jurisdiction because the action concerned the entities' governing documents and governance. The court ultimately held it had subject-matter jurisdiction and denied the motion to dismiss, though the specific factual findings supporting this conclusion were not detailed in the portion of the opinion provided.