Attorney Immunity Bars Tortious Interference Claims Against General Counsel Advising on CEO Termination
Read the Court's Opinion (PDF)
Chief Justice Scott Brister
The Fifteenth Court of Appeals granted mandamus relief to Frank Jackson, a general counsel sued for tortious interference with a former CEO's $350 million employment contract, holding that advising a multi-billion-dollar company on terminating its CEO falls squarely within the attorney-immunity defense. The court rejected the plaintiff's attempt to recharacterize Jackson's conduct as "business advice" rather than legal representation, emphasizing that the immunity analysis turns on whether the conduct is "the kind" attorneys undertake while discharging professional duties, not on how a nonclient labels it.
Background: A High-Stakes CEO Termination Dispute
Norman Thomas Barras, Jr. became CEO of The Reynolds and Reynolds Company in 2020 after the company's founder Bob Brockman was indicted for tax evasion. Barras signed an amended employment agreement in April 2024 with a ten-year term valued at $350 million if terminated without cause. After Brockman died in 2022, his widow Dorothy assumed control of Reynolds's parent company, Universal Computer Systems Holding, Inc. ("UCS"), and hired Frank Jackson, Brockman's former attorney. According to Barras's petition, Jackson was "installed" at Reynolds's Houston headquarters and became Dorothy's "eyes and ears," ultimately providing information that led to disagreements between Barras and Dorothy. By 2025, Jackson "had immersed himself in all details of Reynolds's business." Barras was terminated for cause and sued Reynolds for breach of contract, seeking $350 million, and added a tortious interference claim against Jackson.
The Procedural Posture and Pleading Amendments
After Jackson filed a Rule 91a motion to dismiss based on attorney immunity, Barras filed a second amended petition that strategically deleted a reference to Jackson's role as "general counsel" to Reynolds's parent company and added allegations that Jackson's interference was done not as a lawyer but "as a business advisor." The Business Court denied Jackson's motion to dismiss, prompting this mandamus proceeding before the Fifteenth Court of Appeals.
The Court's Immunity Analysis
The Fifteenth Court of Appeals held that the Business Court erred in denying Jackson's motion to dismiss. The opinion emphasized that attorney immunity turns not on how a nonclient characterizes an attorney's conduct, but on whether the conduct constitutes "'the kind of conduct' attorneys engage in when discharging their professional duties to a client." The court reasoned:
When a "multi-billion-dollar" company (as the petition alleges) considers firing a former CEO with a potential claim for $350 million, it would be foolish for the company not to seek legal advice. Rendering advice in that context is precisely the kind of conduct that corporate attorneys and general counsels are expected to perform.
The court rejected Barras's attempt to avoid the immunity defense by recharacterizing Jackson's conduct as business advice rather than legal representation. The opinion made clear that "no matter how Jackson's conduct is characterized, for immunity purposes the question is whether rendering advice to a client in these circumstances is 'the kind of conduct' attorneys engage in when discharging their professional duties to a client." Because advising a multi-billion-dollar company on whether to terminate a CEO with a potential $350 million claim is precisely the kind of conduct corporate attorneys and general counsels are expected to perform, the court granted mandamus relief and ordered the Business Court to dismiss the claims against Jackson.