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25 posts · Terms & Connectors search
Partial Summary Judgment on Liability Granted Where Defendant Fails to Controvert Breach or Raise Viable Affirmative Defenses
Joel Reese | Jul 28, 2026
… judgment on liability only, leaving damages for trial. The Court's Analysis on Breach of Contract Liability Applying Delaware law, the court held that Cobalt Falcon conclusively established all three elements of breach of contract : a contractual obligation, breach of that obligation, and resulting damages. The court noted that it had already construed the Transaction Agreement …
Removal Statute Does Not Apply to Pre-Effective Date Cases: Business Court Lacked Authority to Accept 2017-Filed Action
Joel Reese | Aug 05, 2026
… Co. sued ETC Field Services, LLC, in Tarrant County district court for breach of a gas-purchase contract . After seven years of litigation, the parties jointly requested a preferential trial setting for spring 2025 in June 2024. Less than three months later—and after the Texas Business Court became operational on September 1, 2024—ETC …
Amount in Controversy Determined at Filing, Not by Future Legislation: Business Court Remands Oil & Gas Dispute Below $10 Million Threshold
Joel Reese | Jul 28, 2026
… the Fruit State, Cigarillo, and Bon Bon spills—OWL sued EOG for breach of contract in the 152nd Judicial District Court of Harris County, Texas on April 9, 2025. OWL alleged that EOG breached provisions of the agreement obligating EOG to deliver produced water meeting certain specifications and to reimburse and indemnify OWL for injury …
Rule 91a Dismissal Standards Applied to Veil Piercing and Individual Liability Claims in Acquisition Dispute
Joel Reese | Jul 28, 2026
… Civil Procedure 91a. The motion challenged two causes of action (fraud and breach of contract ) and one theory of derivative liability (piercing the corporate veil). Lensabl filed its response on October 16, 2025, and the court heard oral argument on October 23, 2025. The Court's Ruling The court concluded that the motion should be granted …
Nonwaiver Clauses Require Strict Compliance: Texas Business Court Enforces Writing Requirement in Employment Termination Dispute
Joel Reese | Jul 28, 2026
… clause requiring written approval for investments. The court denied summary judgment on breach -of- contract claims involving inspection rights and financial statement requirements, finding defendants raised fact issues on compliance and materiality
Fee Simple Determinable in Farmout Agreements: Business Court Construes Eagle Ford Shale Contracts as Upfront Conveyance, Not Conditional Assignment
Joel Reese | Jul 28, 2026
… operate as special limitations affecting property rights or as covenants creating only breach -of- contract claims. The court's partial grant of summary judgment resolves fundamental ambiguities in farmout structure and reversion mechanics that frequently generate disputes in shale-play development agreements
Retroactive Application of H.B. 40's Reduced Jurisdictional Threshold Permits Second Removal to Business Court
Joel Reese | Jul 28, 2026
… under Section 25A.006(f), permitting EOG to remove a previously remanded breach -of- contract action within 30 days of the statute's September 1, 2025 effective date. The decision clarifies that statutory changes affecting jurisdictional prerequisites can trigger the removal clock even after an initial remand
Characterization of Natural Gas as Personalty Defeats Plea to Jurisdiction Based on New Mexico Real Property
Joel Reese | Jul 28, 2026
… of the Business Court denied a plea to the jurisdiction in a breach -of- contract dispute over natural gas deliveries, holding that the case concerned severed natural gas (personalty) rather than subsurface mineral interests (realty) in New Mexico. The court concluded that any effect on New Mexico real property ownership was merely incidental and collateral …
Business Court Retains Jurisdiction Over LLC Winding-Up Despite Parallel District Court Litigation
Joel Reese | Jul 28, 2026
… September 2022, seeking her share of the sale proceeds through claims for breach of contract , failure to distribute available funds, and related theories. That case was transferred to the 415th Judicial District Court in Parker County, where it remains pending with a September 8, 2025 trial date. After the pleading deadline passed in December 2024 …
Amount in Controversy Excludes Future Royalty Payments and Theoretical Rights in Remand Analysis
Joel Reese | Jul 28, 2026
… between them. After NGL Permian stopped paying royalties, Black Mountain sued for breach of contract in district court on February 10, 2025, seeking actual damages plus interest and costs. The Removal and Remand Motion NGL Permian removed the case to the Business Court without Black Mountain's consent on March 11, 2025, asserting that the amount …
Business Court Enforces Seven-Day Summary Judgment Evidence Deadline and Parses Expectancy Versus Reliance Damages in Oil and Gas Contract Dispute
Joel Reese | Jul 28, 2026
… entities may recover which categories of contract damages in oil and gas breach -of- contract cases
Fifteenth Court Holds 'Action' Means Entire Lawsuit, Not Individual Claims, for Business Court Removal Eligibility
Joel Reese | Aug 05, 2026
… claims on Classic's behalf against the Durants for breach of fiduciary duty, breach of contract , conversion, money had and received, tortious interference, fraud by misrepresentation, and fraudulent transfer. Less than a month later, Classic and the Durants filed a notice of removal to the Business Court. The Sebastians moved to remand, arguing the Business Court …
Attorney Immunity Bars Tortious Interference Claims Against General Counsel Advising on CEO Termination
Joel Reese | Aug 05, 2026
… 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 …
Pleading Jurisdictional Facts Under Section 25A.004(d)(1): Business Court Denies Plea to the Jurisdiction in Oil and Gas Reciprocal Waiver Dispute
Joel Reese | Jul 28, 2026
… nonsuited and refiled in the Business Court on October 1, 2024, alleging breach of contract and claiming over $11.8 million in lost expected revenue. After the Court ordered jurisdictional briefing and allowed Slant to amend its petition, Octane filed a formal plea to the jurisdiction on April 4, 2025. The Jurisdictional Challenge: Pleading Sufficiency …
Drag-Along Rights and Modified Fiduciary Duties Survive Summary Judgment Challenge in Private Equity Partnership Dispute
Joel Reese | Jul 28, 2026
… sued the controlling partner, the managing general partner, and related parties, alleging breaches of fiduciary and contract duties. The minority partners claimed the defendants (i) accepted too low a price; (ii) failed to perform adequate due diligence, consider continuing the business as a viable stand-alone business or other alternatives, and consider whether the sale …
Work Product Doctrine Does Not Protect Non-Lawyer Notes Lacking Attorney Mental Impressions
Joel Reese | Jul 28, 2026
… developers, sued Blackbrush Oil & Gas, L.P. and related entities over alleged breaches of contract and fiduciary duties arising from agreements to deploy and test Synergy's waste-to-energy technology. The case reached the Business Court under its jurisdiction over fiduciary breach claims by owners or controlling persons arising from qualified transactions. The discovery dispute …
Derivative Standing Requires Contemporaneous Membership: Business Court Dismisses Claims After Buy-Sell Enforcement
Joel Reese | Jul 28, 2026
… Northern. The derivative claims—including breach of fiduciary duty, fraud, negligent misrepresentation, breach of contract , conspiracy, and misappropriation of confidential information—were brought on behalf of three entities: Northern Crain Realty, LLC, Northern Crain Property Management, LLC, and Northern Crain, LLC (collectively, the "NC Entities"). But the case reached Division 8 with a critical procedural …
Perpetual Royalty Agreement Satisfies Qualified Transaction and Amount-in-Controversy Requirements for Business Court Jurisdiction
Joel Reese | Jul 28, 2026
… effort to develop and market [Defendants'] frac sand mine." Her claims included breach of contract , equitable estoppel, quasi-estoppel, fraud, and relief under the Texas Sales Representative Act. Defendants removed to the Business Court under Section 25A.004(d)(1), asserting the dispute involved a qualified transaction with damages exceeding the statutory threshold. Yaun moved …
TCPA Motion to Dismiss Granted Against Defamation and Tortious Interference Counterclaims Based on Litigation-Related Customer Letters
Joel Reese | Jul 28, 2026
… they formed a competing marketing company using Local's trade secrets and in breach of employment contracts . Following removal to the Texas Business Court, defendant Heidi Jo Mcivor and Mcivor Marketing, LLC countersued for defamation and tortious interference with business relations. The counterclaims were based on letters Local sent to its former, actual, or prospective customers …
Specific Jurisdiction Established Over Out-of-State Airline Based on Texas Operations Under Multi-State Alliance Agreement
Joel Reese | Jul 28, 2026
… July 18, 2023, American sued JetBlue in the Texas Business Court for breach of contract to recover amounts allegedly due under the MGIA's reconciliation and payment process. The Jurisdictional Challenge JetBlue filed a special appearance asserting the court lacks specific jurisdiction. While JetBlue admitted it contracted with Texas-resident American, the airline claimed its contacts …
Punitive Damages Waivers Enforceable in Bond Trustee Disputes; Terminated Trustees Retain Confidentiality Duties
Joel Reese | Jul 28, 2026
… then sued Truist for breach of fiduciary duty, breach of trust, and breach of contract , seeking compensatory damages, attorneys' fees, and punitive damages. The Legal Issues: Waivers and Post-Termination Duties The parties submitted three discrete legal questions for early resolution under Texas Rule of Civil Procedure 166(g). First, whether the punitive damages waiver …
Third-Party Construction Subcontractor Claims Satisfy 'Qualified Transaction' Jurisdictional Test
Joel Reese | Jul 28, 2026
… 2024, CMC filed suit in the Business Court in February 2025, asserting breach of contract , Construction Trust Fund Act violations, and other claims. Ryan counterclaimed in March 2025, alleging CMC mismanaged the project and that "CMC and its subcontractors failed to properly install and construct, among other things, the roofs, window system, stucco, and balconies …
Contract Definiteness and Mutual Assent: Business Court Enforces Reciprocal Waiver Agreement in Oil-and-Gas Dispute
Joel Reese | Jul 28, 2026
… Operating filed suit in the Business Court on October 1, 2024, asserting breach of contract . Competing Summary-Judgment Motions The parties filed competing motions for summary judgment, presenting the court with a pure contract-formation dispute. Slant Operating moved for partial summary judgment on liability, arguing the Letter Agreement was a valid, enforceable contract; that …
Partnership Agreement Liability Waiver Shields Non-Partners from Derivative Claims Despite Third-Party Beneficiary Disclaimer
Joel Reese | Jul 28, 2026
… of personal jurisdiction, and had issued summary judgment rulings on PEOFs' fiduciary breach and contract breach causes of action against the Blackstone Defendants in earlier orders. The Central Question The issue before the court was whether TAPA § 13.9 exempts Doyle and the remaining Blackstone Defendants from potential conspiracy, aiding and abetting, and knowing participation …
Business Court Holds Removal Unavailable for Cases Filed Before September 1, 2024
Joel Reese | Jul 28, 2026
… in Tarrant County's 236th Judicial District Court on March 17, 2017, alleging breach of a gas purchase contract and negligence. The contract, executed by the parties' predecessors in interest, covered working interests in gas produced from two tracts in Loving County, Texas, and allegedly obligated ETC to provide facilities to receive and purchase TEMA's gas …