The Hilltop Docket

Plains Pipeline v. Arrowhead Gulf Coast Holdings

2026 Tex. Bus. 29, mem. op. (Tex. Bus. Ct. 11th Div. May 16, 2026) (Adrogué, J.)

Granted — Defendants' MSJ Denied — Plaintiffs' Cross-MSJ

In plain EnglishAn asset-sale contract between two pipeline operators included an indemnification clause that defined exactly how long the seller would shoulder certain post-sale liability. That clock ran out before the buyer brought its claims. The court held the buyer to the contract it negotiated.

The Eleventh Division concludes that an asset-purchase agreement (under which defendants sold pipeline assets to plaintiffs) unambiguously limits plaintiffs' remedies for post-closing erosion-damage and maintenance-failure liabilities to the agreement's indemnification provisions, and that those indemnification obligations expired before plaintiffs asserted the underlying claims. The court grants defendants' motion for summary judgment on all claims and causes of action, and denies plaintiffs' competing motion in full, reasoning that plaintiffs' proposed construction would render other contract provisions superfluous — an application of the surplusage canon of contract interpretation.

Practice pointFor asset-purchase indemnity disputes, the survival-clause clock starts at the time the contract specifies, not the time the claim accrues. Plead the date inside the survival window or assume the door is closed.

• The asset-purchase agreement's indemnification obligations terminated before plaintiffs filed the claims at issue, by the plain text of the agreement's survival clause; plaintiffs' remedies are limited to the indemnification regime so framed.
• Construction of the agreement is governed by Texas contract-interpretation principles, under which courts give effect to all provisions and avoid constructions that render any provision meaningless.
• Plaintiffs' proposed reading would render two unrelated provisions of the agreement superfluous and is therefore rejected as a matter of law.

Tagged: Indemnification Survival Contract Interpretation Summary Judgment Plain Meaning Surplusage Canon Midstream Energy 11th Division

Camino Real Developers v. RivenRock

2026 Tex. Bus. 28 (Tex. Bus. Ct. 8th Div. May 15, 2026) (Stagner, J.)

Granted — Plaintiff LLC's MSJ (Dilution Validity)

In plain EnglishA private LLC's operating agreement let the company dilute a non-funding member when capital calls went unmet. When that 50% stake was sold to a sophisticated outside buyer who later missed a capital call, the dilution still applied. Operating-agreement remedies travel with the unit, not the original member.

A company agreement for an LLC placed sole capital-contribution responsibility on a 50 % member and authorized the remaining members, on the contributor's non-performance, to admit a new capital provider and proportionately dilute the non-performing interest. The defendant later purchased that 50 % interest, refused a subsequent capital call, and resisted the resulting dilution. The Eighth Division grants summary judgment in favor of the LLC, holding that the purchased interest did not exist independently of the company agreement and that the contracted-for dilution remedy was enforceable against the later-acquiring member.

• The defendant's interest in the LLC did not exist separately from the company agreement; a later-purchaser of a member interest takes that interest subject to the agreement's terms.
• The contracted-for dilution remedy is enforceable as written against a non-performing 50 % member, including a later-acquiring member.
• Summary judgment is granted in favor of the LLC confirming the validity of the dilution.

Tagged: LLC Governance Capital Contributions Failed Capital Call Substitution Remedy Company Agreement Construction Sophisticated Parties 8th Division

DrinkPAK v. PRIII/Crow Building C & Trammell Crow Co.

2026 Tex. Bus. 27 (Tex. Bus. Ct. 8th Div. May 14, 2026) (Bullard, J.)

Remanded — Untimely Removal

In plain EnglishA defendant tried to move the case from district court into the Business Court but missed the 30-day window. Sent back. The court also said it can review pre-suit demand letters to check whether the $5 million threshold is met — even though Rule 408 usually keeps settlement talks out of trial.

The Eighth Division remands a case to the originating district court. The primary holding is procedural untimeliness: the notice of removal was filed more than thirty days after service and is therefore procedurally defective under the Texas Business Court removal statute. The Rule 408 question is an alternative ground rather than the dispositive one: in determining that the $5 million amount-in-controversy was knowable from service, the court considered pre-suit demand letters and held them admissible for jurisdictional purposes notwithstanding Texas Rule of Evidence 408—s general prohibition on settlement-negotiation evidence at trial.

• The amount in controversy exceeded the statutory threshold and was facially apparent from service — including from pre-suit demand letters.
• Texas Rule of Evidence 408 does not bar the court from considering pre-suit demand letters when determining jurisdiction.
• The notice of removal was filed after the statutory deadline ran from service; remand is the appropriate disposition.

Tagged: Removal Timeliness $5M Threshold Amount in Controversy Tex. Gov't Code § 25A Remand Procedural Default 8th Division

Westlake Longview v. Eastman Chemical

2026 Tex. Bus. 26 (Tex. Bus. Ct. 11th Div. May 13, 2026) (Andrews, J., sitting by assignment)

Granted In Part · Denied In Part — Plaintiffs' MSJ + Evidentiary Objections

In plain EnglishTwo chemical producers fought over a long-standing supply contract that picked Delaware law as the governing standard. Delaware reads an implied covenant of good faith into every commercial agreement — a higher bar than ordinary Texas contract law. Some claims clean, some left for trial.

A summary-judgment ruling between two Gulf Coast chemical producers turning on the construction of a sales-and-exchanges contract that requires the defendant to offer, and the plaintiffs to either buy or exchange, defendant's "Excess Ethylene Quantities." The Eleventh Division grants summary judgment in part and denies it in part, and resolves competing evidentiary objections, against the backdrop of a Delaware choice-of-law clause that — unlike Texas law — implies a covenant of good faith and fair dealing into every contract.

• The contract is construed under Delaware law per the parties' choice-of-law clause; Delaware's implied covenant of good faith and fair dealing applies to the construction.
• Plaintiffs' summary-judgment motion is granted as to certain claims and denied as to others, with genuine fact issues remaining on the portions left for trial.
• Evidentiary objections are sustained in part and overruled in part on the summary-judgment record.

Tagged: Summary Judgment Evidentiary Objections Course of Performance Delaware UCC § 1-303 Chemical Industry Course of Dealing 11th Division

Pradera SFR v. American Housing Ventures

2026 Tex. Bus. 25 (Tex. Bus. Ct. 4th Div. May 12, 2026) (Barnard, J.)

Denied — Defendant's Plea to the Jurisdiction (Amount in Controversy)

In plain EnglishThe defendant argued the case wasn't big enough to be in the Business Court (no $5 million in dispute). The court said the pleadings show enough on their face. The substance of the dollar figure was not adjudicated; the gate stays open.

The Fourth Division denies a plea to the jurisdiction in which the defendant argued the plaintiff's claims did not meet the statutory amount-in-controversy required for TBC jurisdiction under Tex. Gov't Code § 25A. Applying the well-established Texas standard for evaluating jurisdictional pleas at the pleading stage, the court concludes it has subject-matter jurisdiction over the dispute.

• Defendant's plea is denied; the court has subject-matter jurisdiction.
• Texas's standard plea-to-the-jurisdiction framework applies in the Business Court — the court reviews the operative pleading and the parties' factual submissions on amount in controversy.
• At the pleading stage, the operative complaint and the parties' factual submissions sufficed to establish the § 25A.004(d) amount-in-controversy threshold for jurisdictional purposes; the court did not adjudicate the underlying merits or quantum.

Tagged: Plea to the Jurisdiction Amount in Controversy Tex. Gov't Code § 25A.004 Pleading-Stage Standard Single-Family Rental 4th Division