In the second quarter of 2026, the Texas Business Court continued to build on the progress of its first two years of operation, issuing both jurisdictional and procedural rulings and a growing body of substantive decisions. As in prior quarters, many of the Court’s opinions addressed threshold questions related to the court’s jurisdiction, including the timing and mechanics of removal, the amount-in-controversy requirement, personal jurisdiction and venue.
The larger story of the quarter, however, was the Court’s merits opinions, particularly in cases dealing with contract interpretation. The Court construed a variety of complex commercial agreements across sectors, resolving competing readings of long-term ethylene supply and exchange rights in Westlake Longview v. Eastman Chemical, crude-oil storage and transportation obligations in DK Trading & Supply v. Wink to Webster Pipeline and the scope of a drag-along provision and related advancement rights in the Energy Founders Fund v. Daskevich decisions.
The quarter also produced several high-profile disputes and significant awards, including the First Division’s summary-judgment ruling in the ongoing dispute between the Dallas Mavericks and Dallas Stars organizations over the redemption of ownership interests tied to the American Airlines Center and a post-jury-trial final judgment in ES3 Minerals v. Kreines awarding more than $44 million in actual damages in a trade-secret misappropriation case.
The following summary breaks down the Court’s key Q2 decisions by subject matter, beginning with the jurisdictional mechanics, removal timelines and venue challenges that dictate which high-stakes disputes remain in the Business Court — and which get remanded.
I. Jurisdiction and Venue
A. Amount in Controversy
Aspire Commercial v. Stephenson, 2026 Tex. Bus. 23 (11th Div.) (mem. op.)
Aspire Commercial sued Christopher Stephenson and Bes.AI for misappropriation of trade secrets under the Texas Uniform Trade Secrets Act and breach of fiduciary duty, seeking equitable and injunctive relief. The district court entered a temporary restraining order against the defendants.
Before the district court could rule on Aspire’s motion for a temporary injunction, Aspire removed the case to the Business Court, Eleventh Division, alleging that new facts that came to light at the temporary injunction hearing increased the amount in controversy above $5 million and made the case removable. Defendants moved to remand the case, asserting that the case was not removable while Aspire’s temporary injunction application was pending. In support of that argument, Defendants interpreted Tex. Gov’t Code § 25A.006(f)(2), which provides that a notice of removal must be filed “not later than the 30th day after the date the application is granted, denied, or denied as a matter of law” to mean that a notice of removal “may not be filed until” a decision has been reached on the temporary injunction application.
The Court denied the defendants’ remand motion, disagreeing with their reading of the statute and finding that § 25A.006(f)(2) sets “a ceiling, not a floor” for removal where a temporary injunction application is pending. The Court further found that Aspire pled sufficient facts to support that the amount-in-controversy requirement of greater than $5 million was met and that the defendants failed to meet their evidentiary burden to disprove Aspire’s jurisdictional allegations. Accordingly, the Court held that removal was timely and denied the motion to remand.
DrinkPAK v. PRIII/Crow Building C. LP,2026 Tex. Bus. 27 (8th Div.)
DrinkPAK, a canned-beverage manufacturer, sued PR III/Crow Building C and Trammell Crow Company in district court, alleging fraud, negligence and breach of the implied warranty of suitability based on the defendants’ alleged failure to disclose foundational defects in the facility leased for DrinkPAK’s beverage manufacturing site. PR III removed the case to federal court on diversity grounds, but the parties in January 2026 filed a joint stipulation requesting remand to Denton County, and the case was remanded.
After the remand, the defendants filed their answer and counterclaim and then a notice of removal to the Texas Business Court, Eighth Division. DrinkPAK challenged the removal as untimely, asserting that the removal notice was not filed within the 30-day statutory period under Tex. Gov’t Code § 25A.006(f). In response, the defendants argued that DrinkPAK’s original pleading did not provide an “objective” amount-in-controversy and that it was only after PR III filed its counterclaim that the amount-in-controversy requirement was satisfied and the case was removable to the Business Court.
The Court disagreed, holding that the petition, the lease and the parties’ presuit correspondence left no reasonable doubt that the amount-in-controversy exceeded $5 million. Accordingly, the defendants were on notice that the case fell within the Business Court’s jurisdiction by at least their respective service dates. The Court also rejected the defendants’ argument that Texas Rule of Evidence 408 prevented the Court from considering presuit demand letters to determine when Defendants discovered facts establishing Business Court jurisdiction, holding that presuit correspondence may be considered for jurisdictional purposes. Accordingly, the Court granted DrinkPAK’s remand motion.
Pradera SFR v. American Housing Ventures,2026 Tex. Bus. 25 (4th Div.)
Pradera SFR sued American Housing Ventures in the Business Court, Fourth Division, alleging claims for fraud on the basis that AHV knew or should have known that its insurance policy did not cover contractual indemnity claims and should have disclosed that fact during the 2023 mediation of a separate copyright infringement suit brought by Kipp Flores Architects against Pradera SFR and AHV. Pradera SFR alleged in this lawsuit against AHV that, under the settlement agreement entered into by all parties in the copyright infringement lawsuit, Pradera SFR expressly retained certain indemnity claims against AHV. AHV filed a plea to the jurisdiction, arguing that a limitation in the settlement agreement capped Pradera SFR’s potential recovery at $2 million, which was below the Court’s $5 million amount-in-controversy jurisdictional threshold.
The Court denied the plea, holding that Pradera SFR’s alleged damages (including attorneys’ fees, diminished project value and purported coverage gaps) exceeded the jurisdictional $5 million threshold and that whether the insurance-proceeds limitation was enforceable presented a merits question that could not be resolved through a jurisdictional plea.
B. Personal Jurisdiction
Daimler Truck Financial Services v. Vanguard National Trailer Corp., 2026 Tex. Bus. 16 (8th Div.)
Daimler Truck Financial Services, a Texas-based lender, sued Vanguard National Trailer Corporation and CIMC Reefer Trailer, Indiana-based trailer manufacturers, along with Texas-based King Country and others, in a lien-priority dispute. Daimler alleged that, between 2022 and 2023, it loaned California-based KAL Freight tens of millions of dollars to purchase Vanguard-manufactured trailers from KAL Trailers in reliance on allegedly fraudulent manufacturer’s certificates of origin that the Vanguard companies had provided to KAL Trailers. After KAL Trailers and KAL Freight filed for bankruptcy, the Vanguard companies repossessed some of the disputed trailers and resold some of them to companies such as King Country in Texas. Daimler asserted claims for common-law fraud, negligent misrepresentation, conspiracy, money had and received, and conversion, and it sought a declaratory judgment that it held a first-priority, perfected lien on the trailers. The Vanguard companies filed a special appearance, contending that the Court lacked personal jurisdiction over them.
The Court granted the special appearance and dismissed the claims against the Vanguard companies for lack of personal jurisdiction. General jurisdiction was indisputably absent, as the Vanguard companies are Delaware corporations with their principal places of business in Indiana. On the issue of specific jurisdiction, the parties did not dispute purposeful availment, so the analysis turned solely on the relatedness prong: whether Daimler’s claims arose out of or related to the Vanguard companies’ Texas contacts. The Court held that Daimler had not carried its burden on this point. The operative facts centered almost exclusively on California, where the allegedly fraudulent manufacturer’s certificates of origin were provided and where Daimler made its loans; the Vanguard companies’ only suit-related Texas conduct, selling trailers to King Country, one of their many national resellers, was too attenuated to support jurisdiction, and the pleaded facts did not show that the Vanguard Companies continuously and deliberately exploited the Texas trailer market. The Court also rejected the contention that the Vanguard companies’ relationship with Daimler or King Country could supply the necessary connection to Texas, observing that a defendant’s relationship with a plaintiff or third party, standing alone, is an insufficient basis for jurisdiction. Because Daimler had not established minimum contacts, the Court granted without reaching the question of fair play and substantial justice.
C. Venue
South Shore ER, LLC v. Bashiri, 2026 Tex. Bus. 39 (11th Div.)
South Shore ER moved for remand to the Galveston district court after Amir Bashiri and numerous other defendants removed the case to the Business Court, Eleventh Division. The Court rejected each of the plaintiff’s arguments for remand. First, the Court found the venue-selection clause in the LLC agreement unenforceable. Unlike forum-selection clauses, which are presumptively enforceable, venue-selection clauses are unenforceable unless authorized by a particular statute. The statute the plaintiff relied upon required the transaction in question to be a “major transaction” — but the Court held that no transaction in this case met the statutory requirements to be such a transaction. Regardless, even if the clause was enforceable, the Business Court held that it is properly within Galveston County, which is what the clause required. The Court also determined that Defendants timely removed the case because the plaintiff’s expert report was the first document that reasonably established an amount in controversy exceeding $5 million, and the defendants filed their notice of removal within 30 days of receiving the report. Finally, the Court held that all the claims in the case fell within the Business Court’s original jurisdiction under Tex. Gov’t Code § 25A.004, so none needed to be remanded.
II. Contract Interpretation
Camino Real Developers v. RivenRock, 2026 Tex. Bus. 28 (8th Div.)
Camino Real Developers sued RivenRock, seeking a declaration confirming the validity of a dilution provision in an LLC agreement. One of Camino Real’s members, JLR Mansions, held a 50 percent capital-provider interest. As the capital provider, JLR Mansions was responsible for funding Camino Real. If JLR Mansions failed to fund Camino Real, the remaining members could admit a new capital provider, and JLR Mansions’ interests would be diluted proportionally. In 2018, RivenRock acquired JLR Mansions’ interest. Years later, when Camino Real defaulted on its mortgage, RivenRock refused to contribute. The remaining members admitted a new capital provider, and RivenRock’s interest was diluted accordingly. RivenRock, however, claimed that the LLC agreement — including its dilution provisions — did not apply to it. Camino Real filed this action to confirm the application of the LLC agreement to RivenRock and the validity of the dilution and moved for summary judgment.
After rejecting RivenRock’s res judicata and collateral estoppel arguments related to previous litigation, the Court granted summary judgment and held that the dilution provision in the LLC agreement was valid and applicable to RivenRock. In making this determination, the Court first explained that an LLC membership interest is inseparable from the agreement defining it — “[a] membership interest is not a free-standing asset that exists independently of the company’s governing documents.” RivenRock was therefore not permitted to claim the benefits of a contract while simultaneously disclaiming the obligations attached to those rights. Next, the Court explained that the LLC agreement defined the capital-provider interest through a paired set of provisions that required the capital provider to “be responsible for any additional Capital Contributions” and provided that, if the capital provider failed to fulfill those obligations, its interest “shall be diluted proportionally.” The Court reasoned that the obligation to fund capital and the risk of dilution were not separate concepts but corresponding features of the same ownership interest that operated together. The Court also found that the dilution mechanism ran with the capital-provider interest upon transfer. The LLC agreement made clear that a membership interest, when acquired, remains subject to all terms, conditions, restrictions and obligations of the LLC agreement.
Cobalt Falcon v. AXS Investments, 2026 Tex. Bus. 30 (1st Div.)
Cobalt Falcon sued AXS Investments over a dispute concerning the consideration owed under a transaction agreement pursuant to which Cobalt Falcon sold AXS assets relating to the management, administration and operation of a high-yield ETF fund. The agreement required AXS to pay Cobalt Falcon monthly amounts, “in perpetuity (unless otherwise agreed),” in exchange for fund management rights. After the fund ceased operating, Cobalt Falcon contended that “in perpetuity” required the payments to continue regardless of the Fund’s existence. AXS argued the payments were owed only while the fund was operating.
Applying Delaware law, the Court interpreted the agreement according to its plain meaning and held that the agreement required the payments to continue “in perpetuity (forever).” The Court determined that “in perpetuity” carries its plain meaning of “forever; without end,” and that the Agreement’s requirement of payments “for all calendar months following the Closing” likewise indicated no end date. The Court rejected AXS’s argument that this reading rendered other provisions meaningless and that a perpetual payment obligation was absurd. The Court explained that the decision that the fund no longer operate was entirely within AXS’s own control. Thus, a reading that gave AXS unilateral control, post-contract, over the consideration to be paid would be unreasonable.
Dallas Sports Group, LLC, et al. v. DSE Hockey Club, L.P., et al., 2026 Tex. Bus. 15 (1st Div.)
This dispute arises out of a dispute between the city of Dallas’ professional basketball and hockey sports teams’ rights to use the American Airlines Center in Dallas. Since the late 1990s, the Dallas Mavericks and Dallas Stars organizations have each held a 50 percent interest in Center Operating Company, the Texas limited partnership that contracted with the city of Dallas to operate the American Airlines Center. The same parties also each hold a 50 percent interest in COC’s general partner, Center GP. The arena is leased to COC under a lease that expires in 2031. Beginning in 1998, each franchise organization executed a separate franchise agreement with Dallas containing identical location commitment clauses providing that the “Owner shall continuously designate the City as the location (a) in which the Home Games shall be played, and (b) in which the principal corporate and executive offices of the Team shall be maintained.” Roughly a year later, the parties executed the COC limited partnership agreement and the Center GP company agreement, each of which contains a Relocation Event clause providing that, if before 2031, a party breaches its location commitment, the entity “may purchase and redeem” the breaching party’s interest for $110 tender, and that “[a]ny Remaining Partner” or “Remaining Member” “may cause” the entity to do so.
In 2003, the Stars moved their administrative offices and practice facilities to Frisco. In 2024, the Mavericks delivered a letter to the Stars stating that the Stars triggered a relocation event. The Mavericks simultaneously tendered $110 pursuant to the relevant agreements. The Stars rejected the Mavericks’ redemptions, and the Mavericks brought suit, seeking (i) a declaration that they had validly redeemed the Stars’ interests in COC and Center GP, become the sole owner of both entities and obtained the exclusive right to appoint the Center GP board, and (ii) damages for tortious interference with the Mavericks’ alleged right to control arena expenditures. The Stars filed five motions for summary judgment addressing standing, whether a relocation event occurred, limitations, original impossibility and waiver. The Mavericks filed cross-motions for declaratory judgment and on the Stars’ affirmative defenses.
The Court denied all five of the Stars’ motions and granted both of the Mavericks’ motions, holding as a matter of law that the location commitments had only one reasonable meaning: that the owners were required to designate and maintain in Dallas the principal corporate and executive offices of the respective teams, and that the undisputed evidence established that the Mavericks had complied with that requirement at all relevant times but the Stars had not.
First, on the Stars’ standing motion, the Court rejected the argument that only COC and Center GP, and not the Mavericks, could effect a redemption. The Court held that, although the first sentence of each relocation event provision contemplated direct action by the entity, the second sentence expressly permitted a remaining partner or remaining member to cause the redemption.
Second, the Court denied the Stars’ relocation event motion, rejecting the Stars’ argument that the Mavericks’ designation of Las Vegas addresses for certain corporate affiliates made the Mavericks themselves relocation partners or relocation members who were incapable of redeeming the Stars’ interest. The Court’s reasoning rested on the franchise agreements’ defined terms, which treat “owner” and “team” as distinct concepts. The owner is the corporate entity that holds the franchise rights, while the team is defined as the players, coaches, trainers and administrative employees known to the public as the Dallas Stars or the Dallas Mavericks. Because the location commitment requires the owner to keep the team’s principal offices in Dallas, not the owner’s own offices, the relevant question was where the team, not its corporate affiliates, was located. The Court found that the Mavericks offered uncontroverted evidence that the Mavericks’ team has always maintained its principal offices and practice facilities in Dallas.
The Court also rejected the Stars’ three remaining motions. The limitations motion failed because a declaratory-judgment claim does not accrue until an actual controversy exists, which did not occur until Nov. 1, 2024, when the Stars rejected the redemption letter, well within the limitations period. The original-impossibility motion failed because the Stars admitted they knew where their offices were when they signed the COC and Center GP agreements, and they offered no evidence that they could not have moved to Dallas. And the waiver motion failed because the agreements’ nonwaiver clauses bar any waiver based on the Mavericks’ delay in exercising their rights, and because the Stars’ evidence against the Mavericks again concerned corporate affiliates and postdated the redemption letter.
Turning to the Mavericks’ cross-motions, the Court declared that the Mavericks effectively redeemed the Stars’ entire interests in COC and Center GP on Oct. 25, 2024, and that the Stars’ Center GP board members were accordingly terminated on that date. The Court rejected the Stars’ argument that the redemption was incomplete because the capital-account bookkeeping entries had not been made, holding that those entries were automatic and ministerial, and it dismissed the Stars’ laches defense as both inapplicable and unsupported by any evidence that the Stars changed their position to their detriment because of the Mavericks’ alleged delay.
The Mavericks’ tortious interference claim, which depended on the validity of the redemption, survived and was set for trial on May 11. The Court reserved judgment on whether its holdings reach Dallas Sports & Entertainment, which the Mavericks added as a party on Feb. 26, after the Stars belatedly disclosed that DSE Hockey Club was not the actual successor to the Stars’ contracting party.
DK Trading & Supply v. Wink to Webster Pipeline, 2026 Tex. Bus. 33 (11th Div.)
DK Trading & Supply sued Wink to Webster Pipeline on two contracts concerning crude-oil storage and pipeline transportation from a Midland County terminal. The dispute centered on the parties’ terminal services agreement and the transportation services agreement. Under the terminal agreement, Wink agreed to provide Delek with Specified Storage Capacity for crude oil, and Delek agreed to reimburse Wink for capital, operating and maintenance costs for the storage capacity, among other things. Under the transportation agreement, Wink agreed to receive Delek’s nominated volumes of crude oil and deliver equivalent volumes at specified destinations. In exchange, Delek agreed to ship its volume commitment each true-up period or pay a deficiency payment, among other things. Through cross-motions for partial summary judgment, the Court was asked to determine, as a matter of law, whether the terminal agreement granted Delek exclusive use of two tanks for crude oil storage. The Court was also asked to determine, as a matter of law, whether the transportation agreement required Delek’s deficiency payment for each true-up period to be calculated based on crude oil actually shipped and whether Wink’s improper invoicing of such payments constituted an event of default.
The Court held that both agreements were unambiguous. On the terminal agreement, the Court found that Wink agreed to provide Delek with exclusive use of two designated tanks for storage, rather than simply a right to storage capacity somewhere in the terminal. In reaching that conclusion, the Court emphasized that the terminal agreement tied Delek’s storage rights to, for example, identified tanks, segregated construction and maintenance cost obligations, and termination clean-out obligations. The Court found the transportation agreement required Wink to calculate deficiency payments by crediting all barrels Delek shipped during the true-up period, rejecting Wink’s argument that this reading of the transportation agreement undermined the ship-or-pay bargain. The Court dismissed Delek’s breach of contract claim, alleging improper invoicing of deficiency payments, because Delek failed to satisfy a condition precedent for that claim — timely written notice.
Energy Founders Fund v. Daskevich, 2026 Tex. Bus. 34 (11th Div.)
Energy Founders Fund sued Phillip Daskevich over the sale of ownership interests in Gage Western. At issue was whether EFF validly invoked the drag-along provision in Gage Western’s company agreement in connection with the sale of EFF’s interests to GW Allen. Because the drag-along provision applied only to sales to nonaffiliates, the question before the Court was whether GW Allen was an affiliate of EFF under the company agreement. Daskevich argued that GW Allen was EFF’s affiliate, in part, because EFF had negotiated for substantial post-closing governance rights in GW Allen, including board-designation rights, quorum protections and veto authority. EFF responded that the company agreement’s definition of affiliate required present control, which EFF did not have over GW Allen before closing, and that GW Allen was owned and controlled exclusively by PJC Investments before closing.
The Court granted EFF’s cross-motion for partial summary judgment, holding that the definition of affiliate turned on present, existing control — i.e., the power to direct an entity’s management or policies— rather than contingent future rights that materialize only after closing. The Court concluded that PJC owned 100 percent of GW Allen before closing and that PJC’s executive served as GW Allen’s sole manager. EFF, on the other hand, had no equity, voting rights, management rights or contractual right to control GW Allen before the transaction closed. Accordingly, the Court found that GW Allen was not EFF’s affiliate under the company agreement and that the sale of EFF’s interest to GW Allen, a nonaffiliate, did not violate the drag-along provision.
Energy Founders Fund v. Daskevich, 2026 Tex. Bus. 17 (11th Div.) (mem. op.)
Energy Founders Fund sued Phillip Daskevich and his wife after EFF sold its membership units in Gage Western to GW Allen, which EFF characterized as a controlling sale that triggered the company’s drag-along provision. That provision required all of Gage Western’s members to transfer their interests to GW Allen on the same terms, but Daskevich, who was both a member and a director, refused, or at least failed, to do so. On the day that EFF brought suit, Gage Western amended its governing agreement to eliminate the board of directors and remove the provisions for advancement and indemnification. Later that day, Daskevich sought advancement of his defense costs under the prior governing agreement; when Gage Western refused, Daskevich moved to compel. Daskevich’s motion raised three questions: (1) which company agreement, the one in effect when the underlying conduct occurred (the Third Amended Agreement) or the amended version in effect when suit was filed (the Fourth Amended Agreement), governed his entitlement to advancement; (2) whether he satisfied, or was excused from satisfying, the conditions precedent to advancement; and (3) whether the claims were brought “by reason of” his service as a director.
With respect to the first question, the Court held that the Third Amended Agreement controlled. The Court explained that Texas courts are reluctant to give contracts retroactive effect, particularly where doing so, as here, would result in the forfeiture of a bargained-for right. Advancement rights are therefore determined by the contractual framework in place when the underlying conduct occurred. With respect to the second question, the Court explained that there were two conditions precedent to advancement: (i) a written undertaking to repay the advanced fees if it were later determined they were not owed and (ii) a board determination that the director could reasonably repay them. It was undisputed that Daskevich satisfied the first; as to the second, because the Fourth Amended Agreement had eliminated the board, no board could make the required determination. However, the Court held that, because Gage Western itself made satisfaction of that condition impossible, it could not rely on the condition’s non-occurrence to escape performance, and the condition was excused. With respect to the third question, the Court held that the claims were not brought “by reason of” Daskevich’s service as a director: Confining its review to the company agreement and the live pleadings, the Court found that the petition alleged only that Daskevich refused to transfer his units in his capacity as a member under the drag-along provision, and no allegation turned on his duties as a director. The Court denied the motion to compel.
Energy Founders Fund v. Daskevich, 2026 Tex. Bus. 18 (11th Div.) (mem. op.)
In a related opinion issued the next day, arising from the same Gage Western drag-along transaction, the Court addressed whether the board’s approval of the sale to GW Allen required a simple majority or unanimous approval.
Section 9.2 of the company agreement governs transfers of membership units and provides that no transfer shall be made “without prior Board Approval,” defined as a simple majority vote. There was no dispute that Section 9.2 applied to the question at hand. The issue was whether another provision, Section 7.2(c)(ii), also applied, adding a second layer of approval. Section 7.2(c)(ii) requires any material agreement involving a member to be approved by both the Class A and Class B directors. The Court held that Section 7.2(c)(ii) did not apply because, among other reasons, it governed actions taken by “the Company or any of its Subsidiaries,” whereas Section 9.2 governed transfers by a member. The two provisions therefore address different actors and different conduct. An interpretation under which every member transfer would also be a company-level “material agreement” requiring special director approval would render Section 9.2 meaningless. Accordingly, the Court held that the board’s simple-majority approval of the drag-along sale to GW Allen was valid and effective.
Lunderby v. Dominium Dev. and Acquisition, 2026 Tex. Bus. 38 (1st Div.)
Ryan Lunderby received an employment agreement from Dominium Development and Acquisition. The employment agreement, dated effective Jan. 1, 2025, required Lunderby to “relocate to Dallas.” This relocation provision was carried forward from the parties’ prior 2021 agreement. In 2021, Lunderby purchased a house in the Dallas suburb Southlake and moved there with his family. In 2025, Lunderby sold the Southlake house, and his family moved to Minnesota, though Lunderby leased an apartment in Irving. Lunderby moved for partial summary judgment, and Dominium brought a Rule 166(g) motion to construe the 2025 agreement. Both parties sought the interpretation of Lunderby’s obligation to “relocate to Dallas.”
Lunderby argued that the relocation provision, which required Lunderby to move to Dallas in one single instance, was satisfied by his move to Southlake in 2021, and any ongoing obligation was satisfied by his leasing of an apartment in Irving. Dominium, on the other hand, argued that the relocation provision required a permanent, rather than a temporary, move whereby Lunderby and his family would have to remain in their Southlake home or otherwise share a house together in the Dallas area. Dominium further argued that the Irving apartment was a “false front” used to mask Lunderby’s move to Minnesota.
The Court denied both motions. Although Texas case law is sparse on the exact obligation imposed on a party required to relocate pursuant to a contract, the Court determined that Dominium did not merely bargain for Lunderby to work in Dallas. Dominium bargained for Lunderby to “relocate to Dallas” and to “serve as the culture head of the Central Region,” and Dominium provided related incentives. To give effect and meaning to those terms, “relocate to Dallas” must mean more than working in Dallas, and the obligation must extend for the duration of the contract. The Court, however, went on to note that the agreement offered no guidance as to what constitutes relocation, and there are no objective criteria establishing whether a person has or has not relocated as a matter of law. The Court therefore held that the meaning of the phrase “relocate to Dallas” and whether or not Lunderby complied with the relocation provision were fact issues for a jury.
May v. INEOS USA Oil & Gas, 2026 Tex. Bus. 20 (4th Div.)
Robert S. May and other royalty-interest holders sued INEOS USA Oil & Gas and other operators and owners over the nature and extent of the interests granted by an oil and gas farmout agreement. In a prior opinion addressing the defendants’ motion for partial summary judgment, the Court rejected the plaintiffs’ contention that their reversionary back-in interest was triggered on a “well-by-well” basis and held that the contractually defined payout was triggered only by an earning well and calculated based on aggregated cost recovery for the earning well together with all wells on its corresponding acreage. Plaintiffs filed a cross-motion for summary judgment seeking a ruling, as a matter of law, that payout is calculated on a well-by-well basis. In support, the plaintiffs attached the defendants’ reports, records and emails purporting to show how the agreement’s provisions were implemented in practice. The defendants objected to that evidence as post-execution course-of-performance evidence inadmissible to interpret an unambiguous contract.
The Court sustained the defendants’ objections and struck the challenged exhibits from the summary-judgment record. Reaffirming its prior construction, the Court held that the agreement was unambiguous because only one reasonable meaning of the reversionary back-in interest emerged after applying established contract-construction rules and that post-execution course-of-performance evidence is inadmissible to interpret an unambiguous contract. The Court observed that none of the authorities the plaintiffs cited had permitted course-of-performance or other post-execution evidence to construe an unambiguous contract.
Plains Pipeline v. Arrowhead Gulf Coast Holdings, 2026 Tex. Bus. 29 (11th Div.)
Plains Pipeline and Plains Marketing sued Arrowhead Gulf Coast Holdings, Arrowhead Gulf Coast Pipeline and Arrowhead Gulf Coast Midstream, seeking reimbursement for costs incurred defending and resolving third-party actions alleging erosion damage and infrastructure maintenance failures filed in Louisiana under an asset purchase agreement. The parties filed cross-motions for summary judgment. The Court granted Arrowhead’s motion (and denied Plains’ motion), holding that the agreement unambiguously limited Plains’ remedy to the indemnification provisions outlined in Article X of the agreement, and that those indemnification obligations expired before Plains asserted the indemnity claims at issue.
The Mark at Weatherford Owner v. German, 2026 Tex. Bus. 22 (8th Div.)
The Mark at Weatherford Owner sued Darwin German and Darcorp Management Group for declaratory judgment arising from an agreement for The Mark to sell an apartment complex to the defendants for approximately $76 million. After the defendants struggled to raise the capital needed to close the sale, The Mark agreed to provide the defendants with a $4.7 million bridge loan, contingent on a “put right” outlined in a side letter to the agreement that allowed The Mark to demand immediate repurchase of its interest in the apartment complex if an “automatic trigger” occurred, such as a default under any material agreement related to the sale. According to The Mark, the parties’ agreements required the defendants to turn over certain fees that were “payable” at the closing of the sale. The Mark alleged that the defendants failed to remit those funds, which constituted a default that triggered the put right.
The Mark filed a motion for summary judgment. The defendants’ opposition argued, among other things, that these fees were not “payable” because they lacked the liquidity to pay them, and that the failure to pay was not a “default” because that term was used differently across the side letter and the related agreements it referenced, creating ambiguity in the term.
Before reaching the merits, the Court rejected the defendants’ threshold argument that The Mark was attempting to seek declaratory relief regarding alleged defaults under agreements to which The Mark is not a party. The Court noted that The Mark sought to enforce the side letter — its own contract — which expressly conditions the put right on the occurrence of “a default under any material agreement related to the Property or the Company.”
The Court then granted The Mark’s motion for summary judgment, holding that the defendants triggered an automatic “default” by failing to remit the contractually owed fees at closing, and that the amount due was “payable” as soon as it was legally owed. The Mark therefore rightfully exercised its put right.
In making this determination, the Court analyzed the meaning of “default” and “payable” under the side letter. The Court noted that the automatic trigger definition in the side letter used the “unmodified term ‘default,’” and that “[w]hen contracting parties choose a general term without qualification — particularly in a provision designed to operate as an objective trigger — courts do not supply limitations the parties did not include.” The Court therefore looked to the ordinary meaning of “default” — “a failure to do something required by duty or law” — and concluded that by defining an automatic trigger to include “a default under any material agreement related to the Property or the Company,” the parties signaled that any default would suffice. The side letter’s structure confirmed this reading, because the term “default” was limited by a materiality qualifier in other provisions, which indicated that the omission of any qualifier in the automatic trigger definition reflected “a deliberate drafting choice.”
The Court observed that the ordinary usage of payable, on the other hand, “speaks to the existence of an obligation, not to the obligor’s ability to satisfy the obligation at a given time.” Under the latter construction, a contractual obligation would fluctuate along with an account balance. Neither the contract nor commercial practice supports that reading. The Court explained that the transaction documents required the defendants to turn over certain fees at closing, and the defendants’ argument that they lacked sufficient funds was essentially a claim of impossibility of performance of payment. Because economic impracticability is not a recognized defense in Texas, the Court concluded that the term payable refers to amounts legally due or owed, without regard to present ability to pay.
Thompson v. Anchor Capital GP, 2026 Tex. Bus. 21 (1st Div.) (mem. op.)
Jean Thompson and Thompson Petroleum Corporation sued Anchor Capital GP and its founder, Michael Mann, for breach of contract. In 2024, Thompson loaned funds to Mann and Anchor for Mann to buy out one of his partners in Anchor, documented through an executed secured promissory note and security agreement, and a personal guaranty signed by Mann. Thompson later decided to employ Mann as the co-president and chief investment officer of Thompson’s family office, on the condition that Mann would receive Thompson’s written preapproval before committing any Thompson entity to any new alternative investment. Plaintiffs alleged that within weeks of starting this position, Mann invested Thompson funds in five investments without receiving written preapproval, leading to Mann’s eventual termination for cause. Thompson sought to exercise her inspection rights under the loan to Anchor. Thompson then sued Mann and Anchor for breach of contract and moved for summary judgment on four issues: (1) whether Anchor breached the agreement by failing to comply with Thompson’s inspection rights under those agreements; (2) whether Mann breached the personal guaranty by failing to provide an audited personal financial statement; (3) whether Mann breached his employment agreement by failing to receive Thompson’s written preapproval before investing on behalf of a Thompson entity; and (4) whether Thompson had a proper basis to fire Mann for cause.
Thompson’s motion for summary judgment was granted in part and denied in part. First, the Court denied summary judgment on Thompson’s claim that Anchor failed to comply with Thompson’s inspection rights by not producing all the documents requested. The Court concluded that Anchor need not have disclosed every document requested, and that Anchor’s production of more than 2,300 documents it believed were fully responsive raised a genuine issue of material fact as to whether it met its contractual duty. Second, the Court denied summary judgment on the personal guaranty-breach claim because there was a genuine dispute of material fact as to whether Mann providing an unaudited financial statement satisfied his requirement to provide a “personal financial statement” in a form “reasonably satisfactory to the Lender.” Third, Mann argued that, despite not receiving Thompson’s written preapproval for the five investments, the alleged breach did not cause damages, an essential element of a breach-of-contract claim. Categorizing Thompson’s only harm as a mere loss of the right to decide whether to fund an investment and finding no evidence that Thompson would have denied the requests, the Court agreed with Mann and denied summary judgment because merely speculative damages could not support summary judgment as to liability. Lastly, the Court held that Thompson conclusively proved a sufficient for-cause basis to terminate Mann’s employment given his failure to receive written preapproval, and thus granted summary judgment on the plaintiffs’ claim for a declaratory judgment that Mann was not entitled to any further incentive compensation.
Westlake Longview v. Eastman Chemical, 2026 Tex. Bus. 26 (11th Div.)
Westlake Longview Corp. and Westlake Chemical OpCo sued Eastman Chemical Co. for breach of the parties’ long-term ethylene sales and exchange agreement, which arose out of Eastman’s 2006 sale to Westlake of its Longview, Texas polyethylene facilities and the pipeline connecting Longview to the Mont Belvieu trading hub. The agreement, which is governed by Delaware law, requires Eastman to offer Westlake its “excess ethylene quantities” through annual and monthly rights of first refusal. For any EEQ Westlake declines, it must provide Eastman free exchange of that ethylene on the pipeline. Westlake moved for summary judgment seeking numerous declarations construing the parties’ purchase, sale and free-exchange rights under the agreement, and both sides objected to the other’s summary-judgment evidence, including Eastman’s course-of-performance evidence.
The Court granted in part and denied in part Westlake’s motion. First, with respect to the annual nominations, the Court held that the agreement requires Eastman to offer Westlake all EEQ it intends to produce in the coming year, and it must do so in accordance with Delaware’s implied covenant of good faith and fair dealing. The Court, however, rejected Eastman’s argument that Westlake is required to take its committed quantity in equal monthly installments given that (i) the agreement says nothing to that effect, (ii) it is not inherently commercially unreasonable for Westlake to buy more EEQ in one month than another, and (iii) Delaware’s implied covenant of good faith and fair dealing prevents Westlake from structuring its purchase of committed EEQ in an arbitrary or unreasonable manner that would deprive Eastman of the benefit of the bargain.
Second, the Court held that the EEQ that Westlake declines in the annual nominations may be sold to third parties under one-year contracts for the applicable calendar year.
Third, with respect to the monthly nominations, the Court held that Eastman must offer Westlake any EEQ not already committed to Westlake or a compliant third party, and that Eastman is entitled to free exchange of any monthly EEQ that Westlake declines. The Court, however, declined to limit monthly nominations to EEQ produced in the corresponding month, explaining: “If the parties wanted to impose such a limitation, they knew how to do so, as they expressly limited annual nominations to the EEQ Eastman ‘intends to produce in the following year.’”
Fourth, the Court found that converted or tolled ethylene falls outside the defined term “EEQ” and is not entitled to free exchange, as the agreement only provides free exchange for EEQ.
Finally, with respect to the evidentiary disputes, the Court determined that the agreement was a hybrid goods-and-services transaction in which the sale-of-goods aspect (ethylene) did not dominate the provision of services aspect (the exchange of ethylene). Accordingly, only the Delaware UCC provisions relating primarily to the sale-of-goods aspects of the transaction applied. Because the course-of-dealing evidence submitted related to the services aspect of the agreement (i.e., the parties’ rights and obligations regarding free exchange), the Court held that it was not permitted to consider such evidence to construe unambiguous exchange rights.
III. Miscellaneous
Dallas Sports Grp. v. DSE Hockey Club, 2026 Tex. Bus. 36 (1st Div.)
The First Division issued an opinion explaining its May 5 orders, which resolved three issues left open from its April 2 summary judgment order between the Dallas Mavericks and the Dallas Stars regarding whether the Stars’ ownership interests in the American Airlines Center were properly redeemed. Leading up to the Court’s ruling, Stars officials revealed that the proper party to the dispute was not DSE Hockey Club but Dallas Sports & Entertainment. The hockey club is a wholly owned subsidiary of DS&E, and the companies share the same address, same office space and many corporate officers. While the redemption letter was addressed to the hockey club, DS&E also received it due to the overlap between the entities. However, DS&E argued that it was a separate entity with its own due process rights, that a fact issue existed as to whether it had received the cash tender, and that it should not be bound by the summary judgment proceedings.
The Court’s order found in favor of the Mavericks on all three issues. First, because DS&E officials received the redemption letter and had knowledge of it, the Court held that the letter was a valid exercise of the redemption as to DS&E and that adding DS&E to the suit at a later stage did not violate DS&E’s due process rights. Second, although DS&E’s affirmative defenses and counterclaims were resolved in the April 2 order because they raised no issues unique to DS&E. Third, the Court rejected the Stars’ contention that res judicata barred the Mavericks’ redemption claim because it was based on a breach prior to a bankruptcy litigation. While the Stars breached their commitment to stay in Dallas prior to the Stars’ 2011 bankruptcy case, the Court concluded that they did so again after the bankruptcy case, and this subsequent breach allowed the Mavericks to exercise their redemption rights.
Enosis Investments v. Jensen, 2026 Tex. Bus. 19 (3rd Div.)
In 2021, George Lake and Brett Jensen formed multiple limited liability companies to acquire, own and manage different aspects of the Reserve at Lake Travis, a mixed-use development in Travis County. The shared LLCs were co-managed by Enosis Investments (owned by Lake) and Braverman Management (owned by Jensen), with Enosis holding the tie-breaking vote. After management disputes arose, Enosis and Lake sued Jensen, Braverman and Southfork Development Partners, claiming the defendants breached fiduciary duties owed to (1) Enosis and Lake and (2) the shared LLCs. Pursuant to Texas Rule of Civil Procedure 166(g), the Court considered whether Texas law recognized the asserted fiduciary duties on the facts pleaded.
The Court held that none of the asserted fiduciary duties applied (other than Braverman’s duty to the shared LLCs, which was uncontested). First, the Court rejected the plaintiffs’ assertion that the defendants owed fiduciary duties to Enosis and Lake because they had agreed to act as joint venturers. Applying well-established Texas law, the Court held that the pleadings did not establish a joint venture because they did not allege the essential element of an agreement to share the profits and losses of the Reserve. The Court further observed that the shared LLCs’ agreements expressly chose the LLC form and disclaimed any joint venture or partnership, and that the plaintiffs could not avoid that express choice by asserting an oral agreement to the contrary. The Court likewise rejected the plaintiffs’ assertion that the defendants owed fiduciary duties to the shared LLCs. The Court explained that Southfork was a member but not a manager of the manager-managed shared LLCs, and Texas law imposes no inherent fiduciary duty between an LLC and its non-managing member. Jensen was neither a member nor a manager, and although Braverman owed a manager’s fiduciary duty to the shared LLCs, that duty did not pass through to Braverman’s president and owner absent a basis for piercing the corporate veil, which the plaintiffs had not pleaded.
ES3 Minerals, LLC v. Kreines, et al., 2026 Tex. Bus. (3rd Div.)
ES3 Minerals obtained a final judgment following a jury trial against Nicholas Kreines, Liberty Mineral Partners, David Ryan, NAK Resources, Jettie Rangel/Jennings and CGR Oil and Gas arising from the alleged misappropriation and use of ES3’s trade secrets and confidential information in a competing mineral-rights business. The jury found that defendants willfully misappropriated ES3’s trade secrets in its Rainmaker software specifications and functionality, sales techniques as expressed in its script, buyer information, historical pricing data and integrated business methodology for acquiring and selling mineral rights. The jury also found that Kreines breached fiduciary duties owed to ES3, that Kreines and Ryan failed to comply with confidentiality agreements, that LMP and Ryan intentionally interfered with certain confidentiality and noncompetition agreements, and that certain transfers by Kreines, LMP, NAK and CGR were made with actual intent to hinder, delay or defraud ES3.
The Court rendered judgment on the verdict in favor of ES3 and ordered that the defendants take nothing on their claims against ES3. The Court awarded ES3 $44,399,688 in actual damages against Kreines, LMP, Ryan, NAK and Jennings, jointly and severally, plus $5,263,187 in prejudgment interest, $2,107,944 in attorneys’ fees, costs, conditional appellate fees and postjudgment interest. The Court also awarded exemplary damages of $2 million each against LMP, Ryan, Kreines and NAK, and $1 million against Jennings. Although the jury awarded additional confidentiality-agreement damages against Kreines and Ryan, the Court excluded those amounts from the judgment to avoid a double recovery. The Court further entered permanent injunctive relief prohibiting the use, disclosure, duplication or publication of ES3’s trade secrets and confidential information and required the defendants to log, return, destroy and certify compliance as to prohibited materials. Lastly, under the Texas Uniform Fraudulent Transfer Act, the Court avoided Kreines’s transfers of NAK shares and bank and brokerage accounts and enjoined further disposition or dissipation of specified mineral-interest assets and accounts pending further order of the Court.
Local Mktg., Inc. v. Bennett, 2026 Tex. Bus. 40 (11th Div.) (mem. op.)
Local Marketing sued its former executives and employees, including Heidi Jo McIvor and McIvor Marketing in a Harris County district court, alleging that they formed a competing marketing firm using Local’s trade secrets in breach of their employment contracts. After a temporary restraining order was entered restraining the former executives from soliciting Local’s employees, Local sent letters to customers stating that the defendants were “specifically restrained and enjoined” from soliciting Local’s customers, even though the TRO contained no such customer-solicitation restraint. Following Local’s removal of the case to the Business Court, McIvor counterclaimed for defamation and tortious interference with business relations based on the letters. Local moved to dismiss the counterclaims under the Texas Citizens Participation Act.
The Court granted Local’s motion and dismissed McIvor’s counterclaims. First, the Court held that the TCPA applied because the letters were communications “pertaining to” the Harris County judicial proceeding, as they attached the TRO, cited the suit’s cause number and caption, and described its ruling. Second, the Court held that McIvor failed to present clear and specific evidence of damages, an essential element of both counterclaims. Specifically, McIvor identified no lost revenue or lost business opportunity, and the time its owner spent explaining the litigation to three customers was not a cognizable damage. Third, the Court held that the defamation per se claim failed because a false statement that the TRO included a customer-solicitation restraint was not uniquely injurious to the marketing profession, particularly compared to the undisputed truth that McIvor had been enjoined from soliciting Local’s employees and accessing its customer lists. Having dismissed the counterclaims, the Court awarded Local the mandatory attorneys’ fees under the TCPA and lifted the statutory suspension of discovery.
Southwest Airlines Pilots Ass’n v. The Boeing Co., 2026 Tex. Bus. 37 (1st Div.)
Southwest Airlines Pilots Association sued The Boeing Company, alleging that Boeing’s misrepresentations to SWAPA and its members induced the pilots to enter into a disadvantageous collective bargaining agreement with Southwest Airlines. Boeing moved for summary judgment on the pleadings, arguing that SWAPA could not establish proximate causation as a matter of law. The Court denied Boeing’s motion without prejudice. The Court distinguished federal cases cited by Boeing on the ground that they applied a more demanding federal pleading standard and involved a different theory. The Court emphasized that Texas’ fair-notice pleading standard is lower than the federal standard: A Texas plaintiff need only give fair notice of its claims and generally must be afforded an opportunity to amend before suffering an adverse judgment. While the Court agreed that SWAPA’s pleadings might be deficient as to proximate causation, it held that, under Texas law, SWAPA must be allowed an opportunity to replead to cure any deficiency. It also held that judgment on the pleadings would be appropriate only if SWAPA failed to amend its pleading or that amended pleading still failed to state a cause of action.
Unimacts Global v. Ayr Energy, 2026 Tex. Bus. 31 (11th Div.)
Unimacts Global, Zetwerk Manufacturing US and Zetwerk Manufacturing Business Private Limited sued Ayr Energy, asserting, among other claims, breach of fiduciary duty, knowing participation in breach of fiduciary duty and misappropriation of trade secrets under the Texas Uniform Trade Secrets Act. The plaintiffs alleged that three of Ayr’s current officers and employees solicited customers and investors on Ayr’s behalf and misappropriated the plaintiffs’ resources and IT infrastructure to develop a competing business while employed by the plaintiffs. Ayr moved to dismiss under Rule 91a on two grounds: (1) that TUTSA preempted the breach-of-fiduciary-duty and knowing-participation claims because they arose from the same facts as the trade-secrets claims; and (2) that the plaintiffs failed to adequately plead the knowledge element of their knowing-participation claim.
The Court denied the motion to dismiss. On preemption, the Court held that, while TUTSA preempts common law claims premised on the same facts as a trade-secret-misappropriation claim, the plaintiffs’ allegations extended beyond misappropriation. The Court determined that the use of company resources to promote a competing business and the solicitation of customers and investors while still employed by the plaintiffs constituted independent misconduct not preempted by TUTSA. On the knowledge element, the Court noted that under Texas law, a corporation necessarily acts and acquires knowledge through its agents, and an agent’s knowledge obtained within the scope of the agent’s authority is imputed to the principal. Because the plaintiffs alleged that Ayr’s agents acted on Ayr’s behalf in furtherance of Ayr’s business, and thus within the scope of their authority so as to trigger imputation of knowledge to the corporation, the Court concluded that the plaintiffs adequately pleaded the knowledge element of their knowing-participation claim.