TBCblog

Comprehensive coverage of the Texas Business Court

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Reese Marketos LLP

Dallas, Texas  ·  Complex Commercial Litigation

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5 posts · Terms & Connectors search

Procedure & Practice

Rule 91a Does Not Require Dismissal of Fraud -by-Nondisclosure, Tortious Interference, or Aiding-and-Abetting Claims Where Pleadings Allege Sufficient Facts

Joel Reese | Sep 30, 2026

… in an Oil and Gas LLC Russell A. Hinds served as co- manager of Sandman Offshore, LLC, a five- member oil and gas company in which each member held a 20% interest. According to Sandman's amended counterclaims, Hinds recommended in June 2025 that Wyotex Offshore, LLC—assignee of one of Sandman's oil and gas leases …

Oil & Gas Rule 91a Notice Pleading Aiding and Abetting Fraud by Nondisclosure
Contract Disputes

Statute of Frauds Bars Enforcement of Land Contract Where Lot Selection Depended on Third Party's Unfettered Discretion

Joel Reese | Sep 30, 2026

… served as president of KTFW Investments, Inc., which was FG Aledo's sole manager . Riverside Homebuilders, Ltd. claimed it had secured the right to purchase 181 lots through the "Morningstar Contract." FG Aledo had already contracted to sell approximately half the subdivision to D.R. Horton under a separate agreement. The dispute centered on whether the …

Summary Judgment Real Estate Statute of Frauds Property Description Future-Selection Contracts
Governance & Fiduciary Duties

Derivative Standing Requires Contemporaneous Membership: Business Court Dismisses Claims After Buy-Sell Enforcement

Joel Reese | Jul 28, 2026

… 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 reached Division 8 with …

Plea to the Jurisdiction Derivative Standing LLC Governance Section 101.463 Buy-Sell Agreements
Jurisdiction & Removal

Business Court Retains Jurisdiction Over LLC Winding-Up Despite Parallel District Court Litigation

Joel Reese | Jul 28, 2026

… parents through a family partnership. Ezzell has acted as the LLC's sole manager , though Martens alleges Ezzell "unilaterally declared herself to be Manager (and did so without any authority)" because the LLC's regulations require a majority vote to elect a manager —impossible with a 50/50 deadlock. The dispute erupted in July 2022 when Martens …

Plea to the Jurisdiction Section 11.314 Dominant Jurisdiction LLC Winding-Up Compulsory Counterclaim
Jurisdiction & Removal

Fiduciary Shield Doctrine Protects Out-of-State Officer from Personal Jurisdiction in Real Estate Joint Venture Dispute

Joel Reese | Jul 28, 2026

… he acted outside his corporate capacity. The ruling suggests that officers and managers of out-of-state entities may successfully invoke the fiduciary shield even in fraud cases involving Texas real property, provided the evidence shows they acted on behalf of their companies rather than in a personal capacity. For practitioners, the case underscores the …

Personal Jurisdiction Special Appearance Real Estate Minimum Contacts Fiduciary Shield Doctrine