Southern Methodist
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SMU Corporate Governance Initiative
The Hilltop Docket
Intelligence on the Texas Business Court — opinions, dockets, hearings, doctrine. A research publication of the SMU Corporate Governance Initiative at Cox & Dedman.
Editorial Independence The Hilltop Docket has no financial, advisory, or other relationship with any litigant before the Texas Business Court, or with re:SearchTX or its parent. Interpretations are the authors' own and do not represent the positions of SMU, the Cox School, or the Dedman School. Any future conflict will be disclosed on Page One.
From the editor
A quiet opinions week, and a faculty exchange on Wednesday.
Welcome to The Hilltop Docket's Issue No. 2 — the first of our regular weekly editions. We had a quiet opinions week at the Texas Business Court: between the publication of Issue No. 1 on Wednesday, May 20 and the editorial cutoff for this issue at noon Central today, the Court issued no new opinions. The corpus held at 95 total opinions across the operational divisions: eight from 2024, fifty-five from 2025, and thirty-two year-to-date in 2026. The most recent issuance remains 2026 Tex. Bus. 32 (Clean-Co Systems v. Enterprise Products Operating) (Dorfman, J.), handed down the day Issue No. 1 went out. We have therefore organized this edition around the work the Court did on the docketing and calendaring side: four new Business Court filings on Friday, and a substantive week of motion practice ahead.
The week's headline event sits outside the Court but bears directly on our subject. On Wednesday, May 27, ExxonMobil's shareholders meet in Spring, Texas to vote on the company's New Jersey → Texas redomiciliation proposal. The Hilltop Docket will publish a same-day Faculty Exchange feature — a structured conversation between SMU faculty Christina M. Sautter (Associate Dean for Research and Professor of Law, Dedman) and Shane Goodwin (Executive Director of the SMU Corporate Governance Initiative) on what the ExxonMobil vote, and the broader Texas redomiciliation wave, means for shareholder-franchise theory and corporate-law federalism. The feature is queued at /hilltop-docket/2026-05-27/ and will go live the morning of the vote. It is a longer, essay-format companion to today's weekly — not a substitute for it.
Mechanically: this issue covers (i) the three opinions handed down at the close of last week (a brief recap from the bench), (ii) the four Business Court petitions filed Friday, May 22, (iii) the hearings calendar from today through Friday, and (iv) a short Borderlands note framing Wednesday's ExxonMobil meeting and the live-monitor coverage we'll be running during it. As always, every primary-source citation is hyperlinked, every opinion summary has been reviewed against the court's order, and we surface the gaps in our coverage rather than paper over them. Where re:SearchTX's CSV export does not give us a hearing time, the field reads — rather than a guess.
— S.G.
Shane Goodwin, PhD, LLM
Executive Director, SMU Corporate Governance Initiative
From the Bench
Editorial standard · The summaries below cite the court's opinion PDFs as the source of every holding. The court-staff descriptions on the official opinions index were used only for intake; per the court's own disclaimer, those descriptions are not part of the opinions and are not legal authority.
No new opinions this week; recap of the three that closed last week.
Between Wednesday, May 21 and today, the Texas Business Court issued no new opinions. The companion live monitor reflects the same: every sequential citation from 2024 Tex. Bus. 1 through 2026 Tex. Bus. 32 is present in our corpus with no gaps. For the avoidance of doubt, we have queried the court's official opinions index independently against our pipeline and confirmed parity.
For continuity, brief notes on the three opinions handed down at the close of last week — covered fully in Issue No. 1 of this publication and reproduced here so that this edition stands on its own as a weekly record.
Clean-Co Systems v. Enterprise Products Operating
2026 Tex. Bus. 32, mem. op. (Tex. Bus. Ct. 11th Div. May 20, 2026) (Dorfman, J.)
Granted — Plaintiff's Motion to Remand
In plain EnglishThe defendant argued that decades of historical purchase orders under a 2003 master service agreement should be added together to satisfy the Business Court's $5 million qualified-transaction threshold. The court said no — the orders spanned more than two decades, covered different scopes of work at different facilities, and only one was actually in dispute. Case goes back to district court.
The Eleventh Division grants the plaintiff's motion to remand. At issue is a purchase order in an amount less than $1 million issued under a 2003 master service agreement, pursuant to which the defendant claims to have paid the plaintiff over $7.8 million to date. The defendant argued that a qualified transaction “springs” into existence upon the execution of the first purchase order or invoice resulting in the payment of over $5 million. The court rejected the argument because the historical purchase orders on which the defendant relied spanned more than two decades, involved differing scopes of work, were performed at diverse facilities — potentially operated by different affiliated entities — and only one is at issue.
Unimachts Global v. Ayr Energy
2026 Tex. Bus. 31, mem. op. (Tex. Bus. Ct. 11th Div. May 20, 2026) (Barnard, J.)
Denied — Defendants' Rule 91a Motion to Dismiss
In plain EnglishThe Texas trade-secret statute (TUTSA) preempts other claims that overlap with trade-secret misappropriation, but it doesn't sweep up claims that stand on their own conduct. The court let the plaintiffs' breach-of-fiduciary-duty and knowing-participation claims survive on the independent-conduct theory.
The Eleventh Division denies the defendants' Rule 91a motion to dismiss. To the extent the plaintiffs' breach-of-fiduciary-duty and knowing-participation claims rest on conduct independent of any alleged trade-secret misappropriation, those claims are not preempted by the Texas Uniform Trade Secrets Act. The court further holds that a defendant may be charged with the knowledge its agents acquired while conducting its business, satisfying the knowledge element of the knowing-participation claim at the pleading stage.
Cobalt Falcon v. AXS Investments
2026 Tex. Bus. 30, mem. op. (Tex. Bus. Ct. 1st Div. May 19, 2026) (Bouressa, J.)
Order Entered — Rule 166(g) Early Legal Ruling
In plain EnglishThe contract said monthly “Consideration Terms” would be “paid in perpetuity (unless otherwise agreed).” The defendant said those payments could stop when the underlying fund closed. The court read the contract as written: “in perpetuity” means in perpetuity, including after fund closure.
Under Texas Rule of Civil Procedure 166(g), the First Division rules that the plain language of a contract provision providing for “Consideration Terms,” including monthly payments to be “paid in perpetuity (unless otherwise agreed)” by the defendant to the plaintiff, requires the continuation of such payments after the closure of the fund involved in the transaction. The contract is governed by Delaware law per the parties' choice-of-law clause; the court applies Delaware's plain-meaning canon.
We will resume full-format bench coverage in next week's edition as the Court resumes issuances. For real-time monitoring of opinion releases between weekly editions, the live monitor refreshes every thirty minutes at smucgi.org/research/texas-business-court/opinions/.
Summaries of New Petitions
Four new Business Court filings on Friday.
On Friday, May 22, 2026, the re:SearchTX pipeline surfaced four newly-filed Business Court petitions across the First and Eleventh Divisions. All are presented below as alleged claims pending judicial verification; the court has not adjudicated any of them. Docket numbers link out to the re:SearchTX search page for the docket, where the full filing chronology is available.
Carnero G&P, LLC v. Mesquite Energy, Inc.; Mesquite Comanche Holdings, LLC; SN EF Unsub, LP (n/k/a Crown Eagle Energy, L.P.); Mitsui E&P Texas LP; Eagle Ford TX, LP; SN EF Maverick, LLC; Venado EF, LP (n/k/a Javelin EF, L.P.)
Unproven allegations — pending judicial verification
26-BC11B-0049, compl. (Tex. Bus. Ct. 11th Div. (b) May 22, 2026)
- Plaintiff
- Carnero G&P, LLC
- Plaintiff's Counsel
- Barrett Reasoner
- Defendants
- Mesquite Energy, Inc.; Mesquite Comanche Holdings, LLC; SN EF Unsub, LP (n/k/a Crown Eagle Energy, L.P.); Mitsui E&P Texas LP; Eagle Ford TX, LP; SN EF Maverick, LLC; Venado EF, LP (n/k/a Javelin EF, L.P.)
- Nature of Claim
- Debt and contract dispute arising out of Eagle Ford shale midstream gas-gathering and processing operations, with multiple operating-entity and successor-in-interest defendants reflecting the post-bankruptcy restructuring of the Sanchez Energy / SN entities.
- Field of Law
- Debt / Contract — Other
- Assigned Judge
- Dorfman, Grant
Wallace Family Partnership, LP v. Tejas Premium Meats, LLC
Unproven allegations — pending judicial verification
26-BC01A-0043, compl. (Tex. Bus. Ct. 1st Div. (a) May 22, 2026)
- Plaintiff
- Wallace Family Partnership, LP
- Plaintiff's Counsel
- Mr. Christopher Bankler
- Defendant
- Tejas Premium Meats, LLC
- Nature of Claim
- Intellectual-property dispute alleged against a Texas-based specialty meats producer. The re:SearchTX category coding (“Intellectual Property”) is the only public docket information presently available; the underlying petition is not yet indexed in re:SearchTX's full-text view.
- Field of Law
- Intellectual Property
- Assigned Judge
- Bouressa, Andrea K.
Jack Templin v. Blake Eaton; Janis Lawless; The Lawless Group, Inc.
Unproven allegations — pending judicial verification
26-BC01B-0042, compl. (Tex. Bus. Ct. 1st Div. (b) May 22, 2026)
- Plaintiff
- Jack Templin
- Defendants
- Blake Eaton (individual); Janis Lawless (individual); The Lawless Group, Inc. (entity)
- Nature of Claim
- Debt and contract dispute alleged against two individuals and an affiliated entity. The petition is coded as a commercial-contract action; specifics are not yet visible in the re:SearchTX export.
- Field of Law
- Debt / Contract — Other
- Assigned Judge
- Whitehill, Bill
Charles Ruppert & Deborah Ruppert v. AI Infrastructure Partners, LLC
Unproven allegations — pending judicial verification
26-BC11B-0048, compl. (Tex. Bus. Ct. 11th Div. (b) May 22, 2026)
- Plaintiffs
- Charles Ruppert; Deborah Ruppert
- Defendant
- AI Infrastructure Partners, LLC
- Nature of Claim
- Civil action against an entity whose name suggests participation in the rapidly expanding artificial-intelligence-infrastructure investment space. Category coding (“Other Civil”) and division assignment (11th Div., Judge Dorfman) are the only public docket facts presently available; we will return to this filing in subsequent editions as the docket develops.
- Field of Law
- Other Civil
- Assigned Judge
- Dorfman, Grant
Source: re:SearchTX CSV alert export, parsed by SMU CGI phase 6d / 6e pipeline. Real-time docket activity is mirrored on the live monitor — Cases tab.
Hearing & Trial Schedule
Week of May 25–29, 2026.
-
Monday, May 25
— 26-BC11B-0028 Bison Energy Opportunity Fund, L.P. & Rhonda McConnell v. Paden McKinney & H. Griffith Motion -
Tuesday, May 26
— 26-BC08A-0011 431 KW, LLC; StopLoss LLC; StopLoss Specialists v. Counterparty Special Appearance— 26-BC03A-0008 PVS Minibulk, Inc. & PVS DX, Inc. v. FSTI, Inc.; Staci Barton; Stormey Barton Motion -
Wednesday, May 27 · ExxonMobil vote · Faculty Exchange feature
— 26-BC11A-0014 Neil Chheda; Romulus EquipmentShare Growth L.P.; Romulus Holdings v. Counterparty Conference— 26-BC01B-0011 Ellerbeck Family Partners Ltd. II & NNI Development, LLC v. Counterparty Temporary Injunction Hearing -
Thursday, May 28
— No hearings currently noticed on the Business Court docket for this date in our re:SearchTX export. -
Friday, May 29
— 26-BC04A-0011 ENSCO International Incorporated; ENSCO Drilling Mexico v. Counterparty Scheduling Conference— 25-BC04B-0008 SW Auto, LLC v. Amoco Federal Credit Union; Jeremy Silver Dismissal
Hearing times are not specified in the re:SearchTX CSV export and appear as “—” here. The complete calendar — including any times once published by the court — lives on our live monitor — Hearings tab. Docket numbers above are drawn from re:SearchTX's filing-activity export and may not capture matters set on internal calendars that have not yet generated public alerts.
Borderlands
The ExxonMobil shareholder meeting on Wednesday — and a Faculty Exchange dropping the same day.
Editorial note — allegation discipline.This Borderlands note previews the May 27, 2026 ExxonMobil shareholder meeting because it bears on Texas redomiciliation, proxy-advisor regulation, and shareholder-franchise theory. The Hilltop Docket takes no position on the merits of the proposal, on ISS's or Glass Lewis's voting recommendations, or on the underlying litigation involving Texas Senate Bill 2337. Assertions in issuer filings, intermediary research, and proxy-advisor reports are treated as the asserting party's assertions, not adjudicated facts.
On Wednesday, May 27, 2026, ExxonMobil's shareholders are scheduled to vote on the company's proposed change of state of incorporation from New Jersey to Texas. The vote follows two May 2026 Definitive Additional Materials filings — SEC accession 0001193125-26-219305 (May 12) and 0001193125-26-226496 (May 15) — that we covered in Issue No. 1's Borderlands. The May 15 filing is the issuer's point-by-point response to ISS's “AGAINST” recommendation and surfaces what the company characterizes as an undisclosed conflict of interest arising from ISS's pending litigation against the Texas Attorney General under Texas Senate Bill 2337.
The vote is the headline event of the New Jersey → Texas reincorporation wave to date. Whatever the result, the meeting will produce a record — the certified vote, the 8-K Item 5.07 vote disclosure, and (if the proposal carries) the eventual filings effecting the redomestication — that bears directly on the doctrinal questions this publication tracks: shareholder-franchise mechanics under § 25A.004(c), proxy-advisor disclosure under SB 2337, and the comparative case for Texas chartering against New Jersey and Delaware competitors.
A note on what runs Wednesday. The Hilltop Docket will publish a Faculty Exchange feature the same day at /hilltop-docket/2026-05-27/ — a structured exchange between Christina M. Sautter (Associate Dean for Research and Professor of Law, SMU Dedman School of Law) and Shane Goodwin (Executive Director, SMU Corporate Governance Initiative; Professor of Practice in Finance, SMU Cox; Adjunct Professor of Law, SMU Dedman) on what the ExxonMobil vote and the broader Texas redomiciliation wave mean for shareholder-franchise theory, proxy-advisor regulation, and corporate-law federalism. The exchange is essay-length and is not a substitute for this weekly — it is queued specifically for the day of the vote, before the result is known, so that its analytical framing is not contaminated by the outcome. Subsequent issues of The Hilltop Docket will cover the actual vote, the 8-K Item 5.07 disclosure when it lands, and any downstream litigation, in the regular weekly format.
Live coverage during the meeting. The companion live monitor tracks SEC filings, press releases, and docket activity at a thirty-minute cadence. We will be monitoring EDGAR for the company's Form 8-K filing reporting vote results under Item 5.07 (typically filed within four business days of the meeting under SEC Rule 13a-11), and surfacing it to the monitor as soon as it lands.
Coming in future editions
What we are tracking.
Wednesday, May 27 — Faculty Exchange feature. An essay-format exchange between Christina M. Sautter (Associate Dean for Research and Professor of Law, SMU Dedman School of Law) and Shane Goodwin (Executive Director, SMU Corporate Governance Initiative) on the ExxonMobil redomiciliation and what it reveals about shareholder-franchise theory and Texas's emerging chartering jurisdiction. Drops at /hilltop-docket/2026-05-27/ on the morning of the vote.
Issue No. 3 — Monday, June 1 (anticipated). Post-vote coverage of ExxonMobil's Form 8-K Item 5.07 disclosure (subject to SEC's four-business-day filing window), the certified shareholder vote, and any same-week TBC opinion issuances. Plus regular weekly coverage of new petitions and the hearings calendar for the week of June 1–5.
Recurring research lines. A judge-by-judge corpus of TBC opinions across the operational divisions; doctrinal commentary on the Fifteenth Court of Appeals' jurisdictional posture under Kelley v. Homminga; a developing TBC removal-jurisprudence section post-DrinkPAK; and statutory-citation analysis surfacing which TBOC sections are most frequently invoked in TBC opinions and how that distribution is evolving.
Feedback — on this issue, on what to add, on what to cut — is welcome. The Hilltop Docket exists to be useful to the bar and the academy. Reply to this email or write to us at hilltopdocket@smucgi.org.
Thank you for reading.