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Plain terms find posts containing all of them. Add connectors (&, OR, /s, /p, /5, %, "…", !) for a Terms & Connectors search — spaces then mean OR.

3 posts · Terms & Connectors search

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

Connectors and Expanders

&	AND
or	OR
space	OR (in connector searches)
"…"	Exact phrase
/n	Within n terms of
+n	Preceding within n terms
/s	In same sentence
+s	Preceding within sentence
/p	In same paragraph
+p	Preceding within paragraph
%	But not
!	Root expander (licens!)
*	Universal character (withdr*w)
#	Turn off plural matching (#damage)
( )	Grouping

Singular terms automatically match their plurals — claim also finds claims. Connectors are processed in Westlaw order: OR, then /n, /s, /p, then &, then %.