May 2026 Texas Business Court Reporter

Business Courts  /  Texas Business Court Reporter

May v. Ineos USA Oil & Gas

In May v. Ineos USA Oil & Gas, the Business Court of Texas sustained the defendant’s objection to plaintiff’s introduction of extrinsic evidence in a cross-motion for summary judgment. The case involved a dispute over whether the plaintiffs’ reversionary back-in interest should be triggered on a “well by well” basis or based on aggregated cost recovery for an Earning Well and its corresponding acreage. The plaintiffs submitted post-execution course-of-performance evidence to support their interpretation.

The court held that the Farmout Agreement was unambiguous and only one reasonable meaning could be derived from its plain language. Because the agreement’s terms were clear, the court rejected the plaintiffs’ evidence their attempt to use the extrinsic evidence to alter the contract’s interpretation. 2026 Tex. Bus. 20 (May 1, 2026).

Thompson v. Anchor Capital GP

In Thompson v. Anchor Capital GP, the Business Court of Texas granted in part and denied in part the plaintiffs’ motion for partial summary judgment.

The case involved alleged breaches of contract under a promissory note, security agreement, and employment agreement between plaintiffs Jean Thompson and Thompson Petroleum Corporation, and defendants Anchor Capital GP and Michael Mann.

The court denied summary judgment on the plaintiffs’ argument that the defendants violated the Note and Security Agreement by failing to allow inspection of “books and records” to ensure the collateral was adequately protected. The court found that the defendants produced at least a scintilla of evidence showing compliance with this duty. The court also denied summary judgment on the plaintiffs’ argument that the defendants violated a contractual requirement to provide a “personal financial statement, in form and substance reasonably satisfactory to the [plaintiff],” holding that there was a genuine issue of material fact as to whether the unaudited statement provided was reasonable. Summary judgment was likewise denied on the claim that the defendant violated a contract prohibiting new investments without written pre-approval, because the plaintiffs failed to prove that the alleged breach caused any damages.

However, the court granted summary judgment on the plaintiffs’ argument that the defendant was not entitled to incentive compensation. The court reasoned that Mann was fired for cause and failed to produce any evidence that Thompson intended to waive the Employment Agreement’s nonwaiver provision requiring written consent, supporting the plaintiffs’ claim that Mann was not entitled to further incentive compensation. 2026 Tex. Bus. 21 (May 4, 2026).

The Mark at Weatherford Owner, LLC v. German

In The Mark at Weatherford Owner, LLC v. German, the Business Court of Texas granted the plaintiff’s traditional motion for summary judgment in a dispute over a multimillion-dollar real estate transaction.

The case involved the sale of an apartment complex, in which the plaintiff extended $4.7 million in seller credit to the defendants, receiving membership units in the purchasing entity as collateral. The parties executed a Company Agreement, Subscription Agreement, and Side Letter, which included a “Put Right” allowing the plaintiff to demand immediate repurchase of its membership interest if certain “Automatic Triggers,” including a contractual default, occurred.

The dispute centered on whether the defendants’ failure to remit fees and distributions “payable” at closing triggered an Automatic Trigger. The defendants argued that the fees were not payable due to insufficient funds, but the court held that a contractual obligation does not disappear because the obligor lacked liquidity. The court concluded that (1) the fees were legally due at closing and thus payable; (2) that the defendants’ failure to remit them constituted a default under the Side Letter; and (3) that the Put Right was properly exercised. 2026 Tex. Bus. 22 (May 6, 2026)

Aspire Commercial, LLC v. Stephenson

In Aspire Commercial, LLC v. Stephenson, the Business Court of Texas denied the defendant’s motion to remand, allowing the case to proceed in the Business Court.

Aspire Commercial sued Christopher Stephenson and BES.AI, LLC, alleging misappropriation of trade secrets, breach of fiduciary duty, and seeking injunctive and equitable relief. Aspire claimed damages exceeding $5 million, including potential royalty losses from BES.AI’s 300 paying subscribers and threatened harm to its broker license and business operations.

Stephenson moved to remand, arguing that removal was premature, the amount in controversy was insufficient, and that Aspire engaged in forum shopping. The court rejected these arguments, holding that Texas Government Code § 25A.006(f)(2) sets a removal deadline rather than prohibiting removal before a temporary injunction application is resolved, that Aspire’s pleadings adequately established the jurisdictional amount, and that the defendant’s motive for removal was immaterial under the statute.

The court concluded that the procedural and jurisdictional requirements for removal were satisfied and denied the motion to remand, allowing the case to continue in Business Court. 2026 Tex. Bus. 23 (May 8, 2026).

Dallas Sports Group, LLC v. DSE Hockey Club, L.P.

In Dallas Sports Group, LLC v. DSE Hockey Club, L.P., the Business Court of Texas ruled in favor of the Mavericks, granting declaratory and injunctive relief confirming that they effectively redeemed the Stars’ interests in a general partnership involved in operating the American Airlines Center. The court denied all of the Stars’ counterclaims.

The court then addressed attorneys’ fees under Texas Civil Practice & Remedies Code § 37.009. While initially favoring each party bearing its own fees, the parties submitted a stipulation that both incurred reasonable and necessary attorneys’ fees of $3,600,000, without conceding the other’s entitlement. Based on this stipulation and the waiver of further argument, the court concluded it was equitable and just for each side to pay its own fees and costs. 2026 Tex. Bus. 24 (May 11, 2026).

Pradera SFR, LLC v. American Housing Ventures, LLC

In Pradera SFR, LLC v. American Housing Ventures, LLC, the Business Court of Texas denied American Housing Venture’s (“AHV”) plea to the jurisdiction. The case involved claims arising from the Pradera Project, a real estate development of 250 single-family rental homes, including alleged breaches of the Development Agreement, failure to maintain required insurance, and indemnification disputes stemming from a prior copyright infringement lawsuit.

AHV challenged the court’s jurisdiction, arguing that the plaintiff’s claims did not meet the statutory $5 million amount in controversy required under Texas Government Code § 25A.004(d). The court explained that the Business Court’s jurisdiction applies to “qualified transactions” where the amount in controversy exceeds $5 million, excluding non-monetary requests. Pradera SFR had alleged several categories of damages sufficient to meet the statutory threshold, including attorneys’ fees and litigation expenses from the 2021 KFA copyright infringement case and a 2024 federal proceeding, diminished project value, and other costs.

The court emphasized that a plea to the jurisdiction is a dilatory plea intended to challenge jurisdiction without addressing the merits. The court noted that Texas law requires it to accept the plaintiff’s allegations as pled unless the defendant demonstrates that they are fraudulent or a sham. Arguments about the enforceability or scope of the Settlement Agreement, including insurance coverage limitations, raised questions concerning the case’s merits, which cannot be resolved in a jurisdictional challenge. Likewise, claims of forum shopping or attempts to revive released claims did not negate the jurisdictional analysis.

Accordingly, the court concluded that Pradera SFR’s pleadings sufficiently established the amount in controversy and that the Business Court had subject-matter jurisdiction. AHV’s plea to the jurisdiction was denied, allowing the case to proceed. 2026 Tex. Bus. 25 (May 12, 2026).

Westlake Longview Corp. v. Eastman Chemical Co.

In Westlake Longview Corp. v. Eastman Chemical Co., the Business Court of Texas granted in part and denied in part the plaintiffs’ motion for traditional summary judgment. The court also sustained in part and overruled in part the parties’ competing objections to summary-judgment evidence. The court construed aspects of the parties’ Ethylene Sales Agreement (ESA), which requires Eastman to offer, and Westlake to buy or exchange Eastman’s “Excess Ethylene Quantities” (EEQ). The court found that the ESA was governed by Delaware law, which implies a covenant of good faith and fair dealing into all contracts.

The court held that Eastman must offer all EEQ it intends to produce in the following year in good faith. It further concluded that Westlake was not required to purchase its annual commitment in equal monthly installments. Section 4(f) of the ESA does not impose a strict December 31 deadline for third-party sale agreements but does require such agreements to have a one-year term corresponding to the nomination year. The ESA allows Eastman free exchange of EEQ sold to third parties in compliance with Section 4(f) but does not provide for free exchange of converted or tolled ethylene.

In reaching its decision, the court relied on the plain language of the ESA and the intent of the parties as reflected within the four corners of the agreement, without resorting to extrinsic evidence. The court’s rulings gave effect to Delaware’s implied covenant of good faith and fair dealing while interpreting the ESA’s allocation, purchase, and exchange provisions. 2026 Tex. Bus. 26 (May 13, 2026).

With respect to the Court’s evidentiary rulings, the Court determined the Delaware UCC does not authorize the Court to consider course-of-performance evidence to determine the parties’ exchange rights and obligations under the ESA, which is unambiguous. Regarding Westlake’s evidentiary objections, the Court upheld objections to certain exhibits on hearsay grounds while overruling others, and overruled all objections based on the fact that such exhibits are counsel-created demonstratives.

DrinkPAK, LLC v. PR III/Crow Building C, LP

In DrinkPAK, LLC v. PR III/Crow Building C, LP, the Business Court of Texas granted plaintiff’s motion to remand, holding that defendants’ notice of removal to the Business Court was untimely. The court found that the statutory 30-day period for removal began when defendants were served or discovered facts establishing jurisdiction, and filing a counterclaim does not reset the removal clock.

The court also held that pre-suit correspondence, including demand letters, may be considered to determine the amount in controversy. Because the lease terms and communications clearly indicated damages exceeding $5 million, defendants should have recognized the Business Court’s jurisdiction within 30 days of service. Texas Rule of Evidence 408 does not bar such evidence when used to establish jurisdiction rather than liability.

Accordingly, the case was remanded to Denton County, Texas. 2026 Tex. Bus. 27 (May 14, 2026).

Camino Real Developers, LLC v. RivenRock, LLC

In Camino Real Developers, LLC v. RivenRock, LLC, the Business Court of Texas granted plaintiff’s traditional motion for summary judgment, holding that RivenRock, as transferee of JLR Mansions’ 50% membership interest in Camino Real Developes, LLC, was bound by Camino Real’s Company Agreement, including its capital contribution and dilution provisions.

The court rejected RivenRock’s defenses of res judicata and collateral estoppel, finding that prior litigation did not release it from the obligations under the Company Agreement.

The court emphasized that LLC membership interests are defined by the governing agreement, and that RivenRock acquired no greater rights than the transferor possessed. RivenRock’s refusal to meet a capital call triggered the agreement’s dilution provisions, allowing the admission of a new member. 2026 Tex. Bus. 28 (May 15, 2026).

Plains Pipeline v. Arrowhead Gulf Coast Holdings, LLC

In Plains Pipeline v. Arrowhead Gulf Coast Holdings, LLC, the Texas Business Court, Eleventh Division, granted defendants’ motion for summary judgment and denied plaintiffs’ motion. The court held that the indemnification provisions in the parties’ January 26, 2016 Purchase Agreement expired before plaintiffs asserted the claims at issue and that the provisions were unambiguous.

The court emphasized that the plaintiffs’ proposed interpretation entitling them to reimbursement for all costs “in perpetuity” would render the exclusive remedy and survival provisions of the agreement superfluous. The court found no ambiguity in the contract, noting that a reasonable interpretation must harmonize all provisions. Accordingly, plaintiffs’ claims were barred under the agreement’s negotiated indemnity and exclusive remedy provisions. 2026 Tex. Bus. 29 (May 16, 2026).