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19 posts · Terms & Connectors search
Business Court Finds Jurisdiction Over Aiding-and-Abetting and Intellectual-Property Claims Despite Absence of Standalone Causes of Action
Joel Reese | Jul 28, 2026
… Alamo's former president, alleging that WFG aided and abetted the former executive's breach of fiduciary duties and misappropriated sensitive business information. WFG removed the case to the Texas Business Court, asserting that the amount in controversy exceeded five million dollars and that the claims fell within multiple statutory jurisdictional grants. The jurisdictional question turned on …
Pleading Amount in Controversy Suffices for Business Court Jurisdiction Absent Sham Evidence
Joel Reese | Jul 28, 2026
… partnership breakdown spawned multiple lawsuits across Texas forums, including an August 2024 breach -of- fiduciary -duty suit Smith filed against Kampmann in Tarrant County that proceeded to jury verdict, and two pending Kendall County suits involving related claims. Kampmann filed this action in the Business Court on April 3, 2026, seeking declarations that the entities …
TUTSA Preemption Does Not Bar Fiduciary Duty Claims Based on Independent Conduct Beyond Trade Secret Misappropriation
Joel Reese | Jul 28, 2026
… Procedure 91a on two grounds: that plaintiffs' claims for knowing participation in breach of fiduciary duty were preempted by the Texas Uniform Trade Secrets Act (TUTSA), and that plaintiffs failed to adequately plead Ayr's knowledge of the alleged breach . The court held a hearing on April 28, 2026. The Rule 91a Standard Texas Rule of …
Declaratory-Judgment Counterclaims Cannot Serve as Fee-Shifting Vehicles for Issues Already Joined
Joel Reese | Jul 28, 2026
… challenged whether defendants' requested declarations impermissibly duplicated issues already joined by plaintiffs' breach -of- fiduciary -duty claims or sought relief regarding Nebraska real property beyond the Court's jurisdiction
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 …
Texas Shootout Provisions Are Enforceable: Court Orders Specific Performance of Buy-Sell Option Despite Breach Claims
Joel Reese | Jul 28, 2026
… sell or buy membership interests. In June 2025, Crain sued Northern alleging breach of fiduciary duties related to Northern's acquisition of the Woodhaven Project. Northern counterclaimed for specific performance and declaratory relief, seeking to enforce the buy-sell mechanism. On October 23, 2025, Northern moved for summary judgment requiring Crain to execute assignments transferring his …
Punitive Damages Waivers Enforceable in Bond Trustee Disputes; Terminated Trustees Retain Confidentiality Duties
Joel Reese | Jul 28, 2026
… capacity to oversee the defaulted instruments. Preston Hollow 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 …
Legal Malpractice Claims Fall Outside Business Court Jurisdiction, Even When Fractured Into Alternative Theories
Joel Reese | Jul 28, 2026
… The Court applied Texas's anti-fracturing rule to bar claims styled as breach of fiduciary duty, fraud, negligent misrepresentation, and misappropriation when the crux of each claim was inadequate legal representation
Fifteenth Court Holds 'Action' Means Entire Lawsuit, Not Individual Claims, for Business Court Removal Eligibility
Joel Reese | Aug 05, 2026
… party petition asserting derivative 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 …
Derivative Standing Requires Contemporaneous Membership: Business Court Dismisses Claims After Buy-Sell Enforcement
Joel Reese | Jul 28, 2026
… against his former business partner, William "Will" 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 …
Shareholder Cannot Bring Individual Conversion Claim for Corporate Property Without Derivative Pleading
Joel Reese | Jul 28, 2026
… up supervisor in June 2025. The parties have asserted competing claims for breach of fiduciary duty and breach of operating agreements, with Hogan also bringing claims against third parties including Stratton's separately owned Stratton Rehabilitation Clinic, Inc. In an amended pleading, the Stratton parties added new counterclaims against Hogan, including Stratton's individual claim for conversion …
Partnership Agreement Liability Waiver Shields Non-Partners from Derivative Claims Despite Third-Party Beneficiary Disclaimer
Joel Reese | Jul 28, 2026
… lack 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 …
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 …
Business Court Lacks Jurisdiction Over Trust Claims Arising Under Property Code Title 9 Absent Party Agreement
Joel Reese | Jul 28, 2026
… the governance and internal affairs" of corporate defendants, included derivative claims, alleged breaches of fiduciary duties owed to partnerships, and sought judicial dissolution under the Business Organizations Code. Plaintiff timely objected, contending removal was improper because section 25A.006(d) authorizes removal only from district court or county court at law—not statutory probate court …
Business Court Rejects 'Supplemental Claims' Theory in Calculating Amount in Controversy for Removal Timeliness
Joel Reese | Jul 28, 2026
… 25A.004(b)—such as governance disputes, actions against managerial officials, and breach -of- fiduciary -duty claims—should count toward the amount in controversy. Other claims joined in the same lawsuit, they argued, were merely "supplemental" and should be excluded from the jurisdictional calculation. Under this theory, the $5 million threshold would have been satisfied …
Removal Deadline Under Section 25A.006(f)(2) Is Not a Prohibition on Early Removal During Pending TI Application
Joel Reese | Jul 28, 2026
… February 20, 2026, asserting claims under the Texas Uniform Trade Secrets Act, breach of fiduciary duty, and seeking injunctive relief. The district court entered a temporary restraining order against Stephenson the same day. On April 7, the district court heard Aspire's application for temporary injunction. Following the hearing, the district court requested supplemental briefing, and …
Business Court Clarifies Removal Procedure, Internal Affairs Jurisdiction, and Amount-in-Controversy Scope in Real Estate Development Dispute
Joel Reese | Jul 28, 2026
… the property. Chaudhry ultimately sued in Dallas County district court, asserting derivative fiduciary breach claims against the managing entities and their principals, as well as direct fraud-in-the-inducement claims alleging misrepresentations that induced him to sign LLC company agreements. The Jurisdictional Disputes After Origin Bank—named only in a derivative knowing-participation count …
Business Court Remands for Lack of Qualified Transaction: Unconsummated Bids and Forecasts Insufficient to Establish Jurisdiction
Joel Reese | Jul 28, 2026
… trade secrets. The petition asserted claims for misappropriation of trade secrets, conversion, breach of fiduciary duty, tortious interference, and conspiracy, seeking monetary relief exceeding $1 million plus injunctive relief. G-Force obtained a temporary restraining order on the filing date, which remained in effect pursuant to a Rule 11 agreement while the temporary injunction application …
Business Court Lacks Jurisdiction Over Pre-September 1, 2024 Actions and Later-Filed Claims in Same Lawsuit
Joel Reese | Jul 28, 2026
… District Court on May 1, 2024, asserting individual and derivative claims for breach of fiduciary duty, unjust enrichment, and declaratory relief. The litigation followed years of disputes, including a 2019 Virginia lawsuit that culminated in a May 24, 2022 final judgment finding the Agrawals had validly removed Yadav as manager and that "each member [of …