Rule 166(g) Adjudication Requires Statutory Compliance for LLC Membership Claims
Read the Court's Opinion (PDF)
Judge Andrea K. Bouressa
In Quintero v. Urban Infraconstruction LLC, the Texas Business Court's First Division used Rule 166(g) to adjudicate legal issues before trial, applying a standard akin to summary judgment where reasonable minds cannot differ on the outcome. The court ordered partial judgment after examining the pleadings, briefing, summary judgment record, and taking judicial notice of the parties' previous testimony.
Court Staff Summary
Bouressa, J. | January 26. 2026 Ruling after court-ordered Rule 166(g) briefing. Ruling that Plaintiffs take nothing by their claims for declaratory relief and, with respect to one defendant, that Plaintiffs take nothing by their claims for accounting and inspection of books and records, breach of contract or an alleged partnership agreement, or for fraud and unjust enrichment. Ruling that Defendants take nothing by their claims for declaratory relief. Ruling that Plaintiffs’ claims for breach of contract, breach of fiduciary duty, and fraud relating to one plaintiff and alternative claim for quantum meruit, and Defendants’ claim for conversion, remain pending and will proceed to jury trial as set.
Background and Procedural Posture
Esteban Quintero and ATS Concrete Services, LLC brought claims against Urban Infraconstruction LLC and Anup Tamrakar. Following a pre-trial hearing on October 20, 2025, the court ordered Rule 166 briefing on issues "in the case [that] may be susceptible to adjudication as a matter of law." The court's October 22 Order referenced defendants' motion for partial summary judgment and plaintiffs' motion for continuance, and preserved issues under Rule 166 for further briefing.
Rule 166(g) as a Procedural Tool
The court's memorandum opinion provides significant guidance on the scope and application of Texas Rule of Civil Procedure 166(g). Rule 166 allows a trial court to direct parties to appear for a conference "to assist [the Court] in the disposition of the case without undue expense or burden to the parties." Subsection (g) specifically permits the court to identify legal issues ripe for adjudication before trial commences.
The court explained that Rule 166(g) serves multiple functions beyond merely ruling on legal issues. It also permits the court "to decide matters that, though ordinarily fact questions, have become questions of law because 'reasonable minds cannot differ on the outcome.'" JPMorgan Chase Bank, N.A. v. Orca Assets G.P., L.L.C, 546 S.W.3d 648, 653 (Tex. 2018). When disposing of claims where fact questions have become legal questions, a Rule 166(g) order "is akin to a summary judgment or directed verdict." Walden v. Affiliated Computer Servs., Inc., 97 S.W.3d 303, 323 (Tex. App.—Houston [14th Dist.] 2003, pet. denied).
Standard of Review and Burden of Proof
The court clarified that because there is no "movant" or "non-movant" in the Rule 166(g) context, judgment in favor of a defending party is appropriate where it has shown that "there is no genuine issue as to any material fact" and the party "is entitled to judgment as a matter of law." Such judgment may be supported by "uncontroverted testimonial of an interested witness . . . if the evidence is clear, positive and direct, otherwise credible and free from contradictions and inconsistencies, and could have been readily controverted."
Conversely, judgment in favor of a defending party is not proper if the party prosecuting the claim "brings forth more than a scintilla of probative evidence to raise a genuine issue of material fact." King Ranch, Inc. v. Chapman, 118 S.W.3d 742, 751 (Tex. 2003). The court emphasized the fundamental principle that "[j]udgment without or against a jury verdict is proper at any course of the proceedings only when the law does not allow reasonable jurors to decide otherwise."
After examining the pleadings, timely-filed briefing and evidence in the summary judgment and Rule 166 record, and taking judicial notice of the parties' previous testimony, the court ordered partial judgment in the case. The opinion's discussion of plaintiffs' specific claims was not included in the provided source material.