Texas Business Court Quarterly Update - Q3 2025

Vinson & Elkins, and its team of dedicated and experienced Texas litigators, are committed to keeping our clients up-to-date on the way these decisions may shape the legal landscape and affect client operations and decision making. This Texas Business Court Quarterly Update series aims to deliver timely and valuable content to help our clients stay informed of emerging precedent from the Business Court.

1. Jurisdiction

A. Personal Jurisdiction

Primexx Energy Opportunity Fund, LP, et al., v. Primexx Energy Corporation, et al., 24-BC01B-0010, Business Court 1st Division (July 16, 2025).

Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP (the “Limited Partners”) sued the limited partnership’s controlling partner Primexx Energy Corporation (“PEC”), managing general partner, and various affiliates, including Blackstone Inc. (“Blackstone”) and Angelo Acconcia, regarding disputes over the sale of oil and gas assets and the management of related investments. The Limited Partners alleged that Acconcia and Blackstone played central roles in orchestrating an improper sale of the assets to Callon Petroleum. Acconcia and Blackstone filed special appearances contesting personal jurisdiction. The Court’s analysis focused on whether Acconcia and Blackstone had sufficient minimum contacts with Texas related to the operative facts of the litigation, as required for specific jurisdiction. The Business Court granted the special appearances and dismissed the claims against them for lack of personal jurisdiction.

The Court found that Acconcia’s contacts with Texas were all undertaken in his capacity as a director or officer of PEC or co-defendant BPP HoldCo, and not in his personal capacity. The Court emphasized that, under Texas law, a business’s contacts cannot be imputed to its personnel for purposes of personal jurisdiction, and that the fiduciary shield doctrine generally protects nonresident officers and directors from being hauled into Texas courts based solely on their corporate roles. The Court further noted that the Limited Partners’ claims against Acconcia were derivative or vicarious in nature, and not based on direct personal liability or tortious conduct committed by Acconcia in Texas.

Similarly, the Court found that Blackstone’s alleged involvement was too attenuated to support jurisdiction because the relevant actions were taken by subsidiaries or agents acting for other entities, and that Blackstone itself did not direct or control the specific conduct at issue in Texas. The Court rejected the Limited Partners’ arguments based on alter ego, finding no basis to disregard the corporate separateness of the Blackstone entities, especially given the parties’ awareness of the investment structure. The Court also rejected the argument that receiving proceeds from a Texas asset sale or making investment decisions related to Texas assets was sufficient to establish specific jurisdiction. Specifically, the Court held that such contacts were not sufficiently connected to the operative facts of the surviving claims—namely, the alleged improper allocation of sale proceeds and unfair treatment in the sale process.

Accordingly, the Court dismissed all claims against Acconcia and Blackstone for lack of personal jurisdiction.

Riverside Strategic Capital Fund I, L.P., et al., v. CLG Investments, LLC, et al., 25-BC01B-0006, Business Court 1st Division (August 19, 2025).

Riverside Strategic Capital Fund I, L.P. (“Riverside”) sued various out-of-state defendants, alleging that Riverside was defrauded in connection with its $50 million investment in a Texas-based healthcare company, True Health Group LLC (“THG”). Riverside further alleged that the defendants made false representations in the Securities Purchase Agreement that Riverside entered into as part of the investment, which ultimately led to financial losses and THG’s bankruptcy. The defendants filed a special appearance, arguing that Riverside failed to allege sufficient facts to establish personal jurisdiction over any of them.

The Court granted the defendants’ special appearances and dismissed the claims against them without prejudice, concluding that Riverside’s pleadings were conclusory and failed to satisfactorily set out jurisdictional facts demonstrating the Court’s personal jurisdiction. The Court explained that defendants’ investments in a Texas-based company alone were insufficient to establish personal jurisdiction and rejected arguments that the defendants consented to Texas jurisdiction either (1) through a separate LLC agreement or (2) by participating in other Texas litigation. It reasoned that both the LLC agreement and the other litigation were unrelated to the current claims brought by Riverside and, thus, irrelevant to the jurisdictional analysis.

B. Subject Matter Jurisdiction

Jerry B. Reed v. Rook TX, et al., 25-BC03A-0007, Business Court 3rd Division (June 18, 2025; August 25, 2025).

In his second amended petition, Jerry Reed sued Rook TX, LP and Rook GP, LLC (collectively, “Rook”) in Texas district court, asserting claims for money had and received, negligence per se, and four derivative theories of liability, based on the argument that Rook conspired to rig the April 2023 lottery through conduct that violated Chapter 466 of the Government Code and Chapter 401 of the Administrative Code. Rook timely removed the case to the Business Court under Tex. Gov’t Code § 25A.004(b)(2), which grants jurisdiction over actions involving the governance, governing documents, or internal affairs of an organization. Reed subsequently moved to remand the case to the district court, arguing that the dispute was not about Rook’s governance, governing documents, or internal affairs.

On June 25, 2025, the Court denied the motion to remand, reasoning that it had jurisdiction because Reed’s allegations regarding the identity of Rook, its formation, and its duties went to the heart of Rook’s existence and, as such, the action necessarily concerned Rook’s governance, governing documents, and internal affairs. The Court declined to superimpose a centrality requirement onto the statute, but rather reasoned that even though there were other matters at issue in the dispute, Reed’s claims were not tangential to Rook’s governance and governing documents. Therefore, the Court had jurisdiction.

Reed then filed amended petitions in which Reed specifically carved out all allegations related to Rook’s governance, governing documents, and internal affairs and renewed his motion to remand based upon his amended pleadings. Rook argued in its response that, although the Court no longer had jurisdiction under Tex. Gov’t Code § 25A.004(b)(2), it did have jurisdiction under Tex. Gov’t Code § 25A.004(b)(3), (d)(1), and (f), which provide for jurisdiction over cases:

• “in which a claim under a state or federal securities or trade regulation law is asserted against . . . an organization” (Tex. Gov’t Code § 25A.004(b)(3));
• involving a transaction in which a party pays or receives, or is obligated to pay or receive, an aggregate value of at least $10 million (if the case was filed prior to September 1, 2025) or $5 million (if the case was filed subsequent to September 1, 2025) (Tex. Gov’t Code § 25A.004(d)(1)); and/or
• where claims form part of the same case or controversy that already has established jurisdiction, but only by agreement of all parties to the claim and a judge of the division of the court before which the case is pending (Tex. Gov’t Code § 25A.004(f)).

Upon re-consideration, the Court granted the renewed motion and ruled it did not have jurisdiction over the matter as pled in the amended petition. Specifically, it determined it did not have jurisdiction under Tex. Gov’t Code § 25A.004(b)(3) because Reed’s negligence per se claim arose under general tort law rather than trade regulation law and, therefore, was outside the jurisdictional scope set forth in this subsection. Likewise, it held that it did not have qualified transaction jurisdiction under Tex. Gov’t Code § 25A.004(d)(1) because the aggregate value of consideration supporting the purported “qualified transaction”—i.e., the purchase of a lottery ticket—did not satisfy the statutory threshold of at least $10 million when measured at the time of the transaction—i.e., when the ticket was purchased by Reed for $1. Finally, it concluded there was no supplemental jurisdiction under Tex. Gov’t Code § 25A.004(f) because the parties had not collectively agreed to the supplemental jurisdiction of the Business Court.

Faisal Chaudhry, et al. v. Stillwater Capital Investments, LLC, 25-BC01B-0017, Business Court 1st Division (August 12, 2025).

Faisal Chaudhry filed suit against several related entities and individuals in Texas district court, alleging that they wrongfully induced him to sign company agreements and invest funds in a real estate development project that ultimately failed to yield returns. Chaudhry asserted two derivative claims relating to breach of fiduciary duty (the “Derivative Claims”), and direct claims for fraudulent inducement and statutory fraud (the “Direct Claims”). One of the defendants removed the case to the Business Court, asserting that the Court had jurisdiction pursuant to Tex. Gov’t Code § 25A.004(b) because the action involved a derivative proceeding and the amount in controversy exceeded the requisite threshold. Chaudhry did not dispute that the Business Court had jurisdiction over the Derivative Claims, but he filed a motion to remand or abate the case in full for a variety of reasons, including remanding the Direct Claims for lack of original subject matter jurisdiction; abating the Derivative Claims while remand of the Direct Claims proceeded in district court; and, remanding, transferring or abating the Derivative Claims based on the dominant jurisdiction doctrine.

The Court held that removal was proper and it had jurisdiction over the Direct Claims under two statutory provisions. First, Tex. Gov’t Code § 25A.004(b)(2) gives the Court original jurisdiction over an action regarding the governance, governing documents or internal affairs of an organization, which applied to the Direct Claims because Chaudhry pled fraud “regarding” the governing documents and internal affairs of the property’s sole equity owner. Second, Tex. Gov’t Code § 25A.004(b)(4) gives the Court original jurisdiction over an action by an LLC member against a controlling person for an act in that capacity. Because Chaudhry alleged that certain defendants (who the Court determined were “controlling persons” of an “organization”) fraudulently induced him into signing the company agreements, which made him a member of the organization and granted him an ownership interest, the claims were brought against controlling persons of an organization.

In addition, another defendant filed a counterclaim for breach of contract, alleging damages of approximately $1.6 million. Chaudhry filed a motion to transfer or dismiss the counterclaim, arguing it did not meet the amount-in-controversy requirement under Tex. Gov’t Code § 25A.004(b). The Court denied the motion, holding that the amount-in-controversy requirement is based on the entire lawsuit inclusive of counterclaims, not the counterclaim alone.

Elizabeth Martens v. Lamkin Land & Cattle Company, LLC, et al., 25-BC08B-0009, Business Court 8th Division (August 14, 2025).

Elizabeth Martens and Stephanie Ezzell are 50/50 owners of Lamkin Land & Cattle Company, LLC (“the LLC”). In 2022, Martens sued Ezzell and the LLC in Parker County alleging that Ezzell unilaterally sold certain LLC property (“Tract One”) and seeking Martens’s share of the sale proceeds. In 2025, Martens brought a second lawsuit against Ezzell and the LLC in Texas Business Court seeking involuntary termination of the LLC because of Ezzell’s alleged mismanagement. Ezzell filed a motion to dismiss, a plea to the jurisdiction, and a plea in abatement in the Business Court case. Ezzell argued that Martens’s claim for involuntary termination was a compulsory claim that should have been brought in the earlier Parker County case, and that the claim dated back to 2022, when that case was filed; accordingly, Ezzell argued, the Business Court lacked jurisdiction because it did not have jurisdiction over actions predating September 1, 2024.

The Business Court denied the motions, concluding that it had subject-matter jurisdiction and that the previously filed Parker County case was insufficiently interrelated to invoke dominant jurisdiction. Specifically, it found that the claim for involuntary termination in the Business Court case was not a compulsory claim in the Parker County case because it did not arise from the same facts, transaction, or occurrence—since the two sought different relief and concerned a different scope of conduct. Further, the Court denied the plea in abatement, finding that the Parker County case did not have dominant jurisdiction because they were not inherently interrelated, given that (1) Martens’s claim was not “mature” when the Parker County case was filed because some of the allegations of mismanagement stemmed from alleged misappropriations in 2025; and (2) resolution of the Parker County case did not have a preclusive effect on the relief sought in the Business Court case.

Barrett v. Barrett, 25-BC04A-0013, Business Court 4th Division (September 23, 2025)

Plaintiff Charlotte Rogers Barrett, individually and as beneficiary and current trustee of the Charlotte Rogers Barrett Trust (“CRB Trust”), filed suit in Bexar County Probate Court No. 1 against several family members and related business entities, alleging breaches of fiduciary duty by trustees who allegedly made self-serving investments of trust assets in family-run businesses. Defendant Marcus T. Barrett, IV, removed the case to the Business Court, asserting jurisdiction based on claims involving business entities and derivative actions. Plaintiff objected, arguing that the Court lacked jurisdiction because her claims arose out of the handling of trusts under Title 9 of the Texas Property Code, and that removal from probate court was improper.

The Court agreed that it lacked jurisdiction and remanded to the probate court, holding that under Tex. Gov’t Code § 25A.004(g), it lacked jurisdiction over claims arising from Title 9 of the Property Code unless all parties agreed to supplemental jurisdiction, which was not the case here.

C. Amount-in-Controversy Requirement

Black Mountain SWD, LP v. NGL Water Solutions Permian, LLC, 25-BC08A-0004, Business Court 8th Division (June 30, 2025).

Black Mountain SWD, LP (“Black Mountain”) sued NGL Water Solutions Permian, LLC (“NGL”) for breach of contract in Texas district court, alleging NGL had underpaid royalties to Black Mountain on a substantial volume of saltwater. NGL removed the case to the Business Court on the basis that the amount in controversy exceeded the $10 million requirement of Tex. Gov’t Code § 25A.004(d)(1), arguing that the life-time value of the royalites owed to Black Mountain under the parties’ agreement would easily exceed that amount. Black Mountain moved to remand, alleging that the value of royalties at issue could never be more than $4,422,789.

The Court agreed with Black Mountain and remanded because Black Mountain did not seek to recover anything other than past damages in its petition, which could not possibly amount to more than $10 million in damages. The Court opined that it was neither pled nor established that the amount in controversy included the value of a right to receive life-time royalties, and that there was no fact issue on jurisdiction simply because Black Mountain refused to stipulate to an amount below the jurisdictional limit.

M&M Livestock, LLC, et al., v. Jeremy Robinson, et al., 24-BC08B-0003, Business Court 8th Division (August 4, 2025).

M&M Livestock, LLC and John Malouff (collectively, “Malouff”), individually and derivatively on behalf of ZMDR, LLC (“ZMDR”), sued Jeremy Robinson, David DeVito, and others (collectively, “Defendants”), alleging gross mismanagement and asset depletion of ZMDR, a Missouri-based meat processing company. Malouff claimed that Robinson and DeVito, as managing members, mismanaged the company including allegations that Defendants refused to pay Malouff for livestock sales made to ZMDR.

Defendants’ answer, which the Court construed as a plea to the jurisdiction, argued that the amount in controversy did not meet the $5 million threshold required under Tex. Gov’t Code § 25A.004(b) because the petition only alleged damages related to the sale of cattle, which is outside of the Court’s original jurisdiction. The Court agreed that there was a reasonable basis to question jurisdiction, but allowed Malouff the opportunity to amend.

Malouff’s amended petition expanded the allegations to include asset diminution, loss of ownership value, and personal liability on a guaranty. Malouff also specified damages for their breach of fiduciary duty, breach of contract, and fraudulent inducement claims which were measurable in multiple ways, each exceeding the $5 million threshold. The Court held that, liberally construed, these allegations satisfied the amount-in-controversy requirements. The Court also noted that claims related solely to cattle sales could proceed under supplemental jurisdiction if all parties agreed. Accordingly, the Court denied Defendants’ plea to the jurisdiction.

OWL AssetCo 1, LLC v. EOG Resources, Inc., 25–BC11B–0027, Business Court 11th Division (August 11, 2025).

OWL AssetCo 1, LLC (“OWL”) sued EOG Resources, Inc. (“EOG”) in Texas district court for breach of contract relating to the proper remediation of three produced water spills according to the terms of the parties’ agreement. EOG counterclaimed for breach of contract and declaratory judgment, and then removed the case to the Business Court without OWL’s agreement. EOG alleged that the Business Court had jurisdiction over the dispute under Tex. Gov’t Code § 25A.004(d)(1) and (e) because the amount in controversy, when aggregating both parties’ claims, exceeded the $10 million amount-in-controversy requirement for “qualified transactions.” OWL moved to remand, arguing that the amount in controversy was below the required threshold and that EOG’s counterclaims could not be aggregated to satisfy the statutory requirement.

Tex. Gov’t Code § 25A.004(d)(1) gives the Business Court jurisdiction over actions where the amount in controversy exceeds $10 million. The Court found that the evidence showed that at a minimum the amount in damages OWL sought from EOG for remediation of the three spills was $8,215,518.51 and at a maximum $9,144,710.51. The Court held that it need not decide whether EOG’s damages could be aggregated with OWL’s to meet the amount-in-controversy requirement because EOG’s only ripe counterclaim was worth $929,192—an amount insufficient to meet the jurisdictional threshold when added to the minimum possible amount sought by OWL. The Court further reasoned that it did not have jurisdiction pursuant to Tex. Gov’t Code § 25A.004(e) because there was no satisfactory claim under Tex. Gov’t Code § 25A.004(d), a prerequisite to jurisdiction under subsection Tex. Gov’t Code § 25A.004(e).

The Court also rejected EOG’s argument to stay the case until H.B. 40 came into effect on September 1, 2025, which lowered the jurisdictional threshold for qualified transactions from $10 million to $5 million. The Court explained that, because it lacked jurisdiction under Tex. Gov’t Code § 25A.004(d)(1) at the point of deliberation, there was no current statutory basis for the Court to exercise jurisdiction over the action. Thus, the Court was required to remand the case to the district court.

D. Qualified Transactions

BP Energy Company v. Brad E. Cox, 24-BC01A-0002, Business Court 1st Division (July 16, 2025).

BP Energy Company (“BP”) sued Brad E. Cox (“Cox”) in the Texas Business Court. Cox challenged the Court’s jurisdiction, arguing that BP’s claims did not arise from a “qualified transaction” as defined in Tex. Gov’t Code § 25A.001(14). The parties subsequently agreed that the case did not meet the Court’s jurisdictional criteria and that venue was proper in Potter County, Texas. After BP filed an unopposed motion requesting transfer of the case, the Court ordered the case transferred to a district court in Potter County for further proceedings.

2. Miscellaneous

Shabbar Kassam, et al., v. Amish Dosani, et al., 24-BC11A-0021, Business Court 11th Division (June 30, 2025).

Shabbar Kassam, Zain Kassam, and Valley Trading Company LLC (collectively, “Plaintiffs”) sued Amish Dosani, Samshundin Dawoodani, and Laila Dawoodani (collectively, “Defendants”) and a series of nominal defendants, alleging various claims, including breach of contract, breach of fiduciary duty, and money had and received. Defendants filed a motion to sever and a plea to the jurisdiction, arguing that the claims filed against the Defendants were improperly joined and failed to satisfy the amount-in-controversy requirement of $5 million under Tex. Gov’t Code § 25A.004(b).

The Business Court denied the motion to sever, reasoning that the underlying claims were based on common and aggregate factual allegations revolving around the operational control and mismanagement of the nominal defendants, and thus were properly joined under Tex. R. Civ. P. 40. The Court further explained that because the claims were logically related to each other and hinged on common materiality, they should not be severed under Tex. R. Civ. P. 41.

The Court then held that it had jurisdiction over the dispute because Plaintiffs’ petition asserted that the amount in controversy was in excess of the $5 million. The Court reasoned that Defendants had not presented satisfactory evidence that Plaintiffs’ pleadings should not control, either because they were fraudulent or because there was an amount outside the jurisdictional threshold readily established elsewhere. In the absence of such evidence, the Court construed Plaintiffs’ allegations liberally and, looking to their intent to invoke the Court’s jurisdiction, determined that the amount-in-controversy had been sufficiently asserted.

SafeLease Insurance Services LLC v. Storable Inc., et al., 25-BC03A-0001, Business Court 3rd Division (July 18, 2025).

In SafeLease, a tenant insurance provider (“SafeLease”) sued Storable, Inc. (“Storable”), a facility-management software company and competitor, alleging antitrust violations after Storable blocked SafeLease’s access to customer data. During discovery, Storable refused to produce its customer list in response to SafeLease’s request for production, and the parties subsequently filed discovery-dispute letters under Local Rule 4(d). The Court ordered Storable to produce the customer list, noting that Storable did not argue its customer list was a trade secret. Storable then moved to stay its deadline to produce the customer list and filed a motion for reconsideration, asserting for the first time that the list was a trade secret.

The Business Court denied Storable’s motion, holding that Storable failed to preserve its trade-secret privilege under Tex. R. Civ. P. 193.3(a) because it did not timely assert the privilege in its discovery responses or related communications. The Court emphasized that privilege claims must be asserted during discovery, not after an adverse ruling. Additionally, the Court rejected Storable’s implication that Local Rule 4(d)’s word limit prevented Storable from asserting the trade-secret privilege in its discovery-dispute letter. The Court observed that not only did Storable have nearly 100 unused words remaining when it submitted its letter, but also that Storable alone was at fault for not raising the argument before the Court’s initial ruling.

Finally, the Court held that, even if the customer list were a trade secret and Storable had preserved a trade-secret privilege, production was warranted because SafeLease demonstrated a need for the information to fairly adjudicate its antitrust claims and the parties’ agreed protective order provided adequate safeguards against disclosure of any confidential information contained within the list.

Riverside Strategic Capital Fund I, L.P., et al., v. CLG Investments, LLC, et al., 25-BC01B-0006, Business Court 1st Division (September 17, 2025).

Riverside Strategic Capital Fund I, L.P. (“Riverside”) sued various out-of-state defendants for fraud, money had and received, and conspiracy. Riverside alleged that Defendants fraudulently induced it to invest in a healthcare company, True Health Group LLC (“THG”), by misrepresenting that True Health was in material compliance with applicable healthcare laws when it was not. Defendants moved for summary judgment, arguing that Riverside’s claims were barred by the four-year statute of limitations.

The Business Court granted summary judgment for Defendants, holding that the Riverside’s claims were time barred. The Court concluded that Riverside knew or should have known of the alleged misrepresentations no later than April 6, 2020, when the bankruptcy trustee sent a letter to THG’s board members—including several board members affiliated with Riverside—threatening litigation for failing to monitor THG’s legal compliance. The Court also observed that Riverside had access to significant information regarding potential misrepresentations prior to April 2020, including public allegations of Medicare fraud and government actions against THG. Had Riverside conducted a reasonable investigation into the misrepresentations upon receipt of the trustee’s letter, it would have uncovered the fraudulent scheme prior to the expiration of the statute of limitations on April 6, 2024. Since Riverside did not file suit until 2025, the Court granted summary judgment on Riverside’s claims based on the four-year statute of limitations.

Marathon Oil Co. v. Mercuria Energy America, LLC, 25-BC11A-0013, Business Court 11th Division (September 18, 2025).

Marathon Oil Co. (“Marathon”) sued Mercuria Energy America, LLC (“Mercuria”) in Texas Business Court based on a claim of force majeure declared under the parties’ contract for the sale of natural gas. Following the parties’ agreement to the transaction via online chats, both parties sent transaction confirmations. Marathon’s confirmation included a specific pipeline term not mentioned in Mercuria’s that was relevant to resolving the underlying force-majeure dispute. Pursuant to Tex. R. Civ. P. 166(g), the parties identified whether the transaction confirmations sent by the parties form part of their contract and, if so, whether one party’s confirmation controls over the other as a legal issue that could be resolved early in the case to facilitate efficiency or resolution.

The Court held that under the North American Energy Standards Board (“NAESB”) base contract, transaction confirmations that do not materially differ are binding and form part of the parties’ contract unless the receiving party timely informs the sender of a disagreement by: (1) sending an express written disagreement; or (2) providing its own transaction confirmation reflecting the disagreement. Here, neither party expressed disagreement with the other’s transaction confirmation, so both were binding unless they materially differed. The Court then held that the two confirmations did not materially differ because Marathon’s transaction confirmation’s specification of a delivery pipeline did not conflict with Mercuria’s transaction confirmation’s silence on the matter. Accordingly, both transaction confirmations were held to be binding and form part of the parties’ contract.