The Texas Business Court's Division 1 issued a mixed ruling on summary judgment in a dispute arising from intertwined lending and employment relationships between a family office and a private equity executive. Judge Whitehill's memorandum opinion in Thompson v. Anchor Capital GP LLC, 2026 Tex. Bus. 21, addresses four distinct contractual disputes: inspection rights under a secured promissory note, financial statement delivery requirements, unauthorized investment commitments, and entitlement to incentive compensation following termination.

Background: Overlapping Business Relationships

Jean Thompson, president of Thompson Petroleum Corporation (TPC), met defendant Michael Mann in 2022 and began investing millions through a family holding company into Mann's private equity firm, Anchor Capital GP LLC. In September 2024, Thompson loaned Anchor funds to facilitate a partner buyout, memorialized in a Secured Promissory Note and Security Agreement requiring Mann's personal guaranty. The agreement granted Thompson inspection rights to "books and records relating to the Collateral" to verify adequate protection of her secured interest in Anchor's carried interests.

Months later, Thompson hired Mann as TPC's Co-President and Chief Investment Officer under an Employment Agreement effective January 1, 2025. The agreement prohibited Mann from committing any Thompson entity to new alternative investments "without getting Thompson's written pre-approval." Within weeks, Mann allegedly committed a family holding company to five investments without written approval. When Thompson learned of these commitments in early February 2025, she demanded weekly oversight meetings. Mann expressed "extreme frustration" and, according to TPC's Chief Legal Officer, stated he was resigning. On February 28, 2025, TPC accepted what it characterized as Mann's resignation; when Mann denied resigning, TPC terminated him for cause based on the unauthorized investment commitments.

The Inspection Rights and Financial Statement Disputes

The court denied summary judgment on Thompson's claim that Anchor violated the Note and Security Agreement by failing to provide adequate "books and records" for inspection. Judge Whitehill concluded that while the phrase "books and records relating to the Collateral" is undefined and "broadly encompasses documents related to the Collateral's carried interests' values," Anchor "produced at least a scintilla of evidence that he complied with that contractual duty." The opinion reflects extensive correspondence throughout May and June 2025, with Thompson's counsel sending multiple letters detailing requested documents, but the court found defendants raised a genuine fact issue on compliance.

Similarly, the court denied summary judgment on Thompson's argument that Mann violated a contractual requirement to provide his "personal financial statement, in form and substance reasonably satisfactory to" Thompson. Mann refused to provide an audited personal financial statement, but the court's ruling suggests the parties disputed whether the contract required an audited statement or whether Mann's submissions satisfied the "reasonably satisfactory" standard.

Unauthorized Investments: Breach Without Damages

The court denied summary judgment on Thompson's claim that Mann breached the Employment Agreement by committing to investments without written pre-approval, despite finding the breach undisputed. The court applied fundamental contract law: "contract breach claims require some remediable injury." After reviewing the evidence, Judge Whitehill concluded that "plaintiffs failed to conclusively prove that Mann's alleged unauthorized conduct caused a remediable injury." This ruling underscores that even clear contractual violations require proof of damages for summary judgment, a principle particularly relevant where the unauthorized investments may have been profitable or where the principal subsequently ratified them.

The Nonwaiver Clause: Strict Enforcement

The court granted summary judgment on Mann's claim to incentive compensation following his termination, holding he was fired for cause and failed to demonstrate waiver of the written-approval requirement. Judge Whitehill concluded that "Mann did not raise a genuine issue of material fact showing that Thompson waived the Employment Agreement's nonwaiver clause." The opinion states: "Thus, Thompson Petroleum Corporation conclusively proved that it had a for-cause basis to fire Mann." This holding enforces the agreement's requirement that modifications be in writing, rejecting any argument that Thompson's informal communications or prior course of dealing waived the strict writing requirement for investment approvals.

Significance for Texas Commercial Practice

The decision provides important guidance on several recurring issues in commercial disputes. First, it demonstrates that nonwaiver clauses will be strictly enforced in the Texas Business Court, requiring parties seeking to prove waiver to produce concrete evidence of intentional relinquishment—oral representations or informal conduct will not suffice. Second, the ruling on damages reinforces that summary judgment on breach-of-contract claims requires proof of all elements, including injury, even where the breach itself is undisputed. Third, the court's treatment of the "books and records" inspection dispute illustrates that undefined contractual terms governing information rights will be construed broadly, but factual disputes about compliance will survive summary judgment where the producing party offers some evidence of performance. For practitioners drafting secured lending agreements and employment contracts in the private equity and family office context, the opinion underscores the importance of precise definitions, clear approval procedures, and documented compliance with inspection and reporting obligations.