The Hilltop Docket

Cobalt Falcon v. AXS Investments — liability decided under Delaware law; damages go to the jury.

2026 Tex. Bus. 43 (1st Div.) (mem. op.) · Bouressa, J. · July 14, 2026 · No. 25-BC01A-0023

Summary judgment granted (liability)

Per the index description: applying Delaware law, summary judgment granted for the plaintiff on breach of contract, with the amount of damages remaining to be tried; the plaintiff’s no-evidence motion granted against the defendant’s affirmative defenses.

The affirmative defenses disposed of were substantive unconscionability; liquidated damages disguised as a penalty (rejected because the plaintiff does not seek liquidated damages); failure to mitigate; and performance by payment and duplicative recovery (rejected on the ground that it is not an affirmative defense). This is the third opinion of record in this matter, following 2026 Tex. Bus. 30 (May 19), which construed the contract’s “paid in perpetuity” consideration term. Calendar consequence: the August 17 jury setting in this docket, reported in Issue No. 10, is now a damages-only trial.

TagsDelaware lawbreach of contractaffirmative defensesno-evidence summary judgment1st Division

Stratton v. Hogan — an individual conversion claim by a closely-held owner dismissed under Rule 91a.

2026 Tex. Bus. 44 (4th Div.) (mem. op.) · Sharp, J. · July 15, 2026 · No. 25-BC04B-0010

Rule 91a dismissal granted

Per the index description: the court dismisses a claim brought individually by an owner of a closely held corporation for conversion of the corporation’s property.

Two grounds are given. The owner did not sue derivatively and pleaded no facts supporting individual harm from the alleged conversion. Independently, the property at issue is to be divided between the parties through an ongoing wind-up conducted by a court-appointed wind-up supervisor. The pairing of derivative-standing doctrine with an active statutory wind-up is the feature to watch when the full text is read.

TagsRule 91aderivative standingconversionwinding upclosely held corporation4th Division

Sri Shirdi Sai Baba Temple of Austin v. Lam — the certificate of formation beats the bylaws, and church autonomy does not bar the question.

2026 Tex. Bus. 45 (3d Div.) (mem. op.) · Andrews, J. · July 14, 2026 · No. 25-BC03A-0020

Governing-document conflict resolved Promissory estoppel rejected

Per the index description: a religious organization’s certificate of formation vests management in its board and states the organization “will have no members”; 2025 bylaws purporting to convert it to a member-managed corporation fail because the certificate controls over conflicting bylaw provisions.

The jurisdictional holding is the significant one: the court characterizes the dispute as “a non-ecclesiastical issue of corporate governance that can be decided by neutral application of Texas corporate law,” so the church-autonomy doctrine does not divest it of jurisdiction. The plaintiffs’ promissory-estoppel claim — premised on an alleged promise to amend the certificate to effect the conversion — fails because it does not seek to restore the plaintiffs to their pre-reliance position. Read together with 2026 Tex. Bus. 46, issued the following day in a different division, this is the court’s first engagement with ecclesiastical abstention.

Tagschurch autonomycertificate of formationbylaws conflictnonprofit governancepromissory estoppel3d Division

Jeremiah Counsel v. Young — church autonomy, association standing, and jurisdiction over the church’s former outside counsel.

2026 Tex. Bus. 46 (11th Div.) · Dorfman, J. · July 15, 2026 · No. 25-BC11B-0031

Published opinion · four issues

Per the index description, the opinion addresses four questions: the boundary between a church’s right to autonomy and its secular obligations as a nonprofit corporation; an association’s standing to bring declaratory and derivative claims under the Texas Business Organizations Code; cross-motions for summary judgment challenging amendments to governing documents and the actions that followed them; and the court’s statutory jurisdiction over claims against the church’s former outside counsel.

This is one of only two published (non-memorandum) opinions in the eight, and on its face the most consequential of the period for entity-governance practitioners. The fourth issue — whether § 25A jurisdiction reaches claims against an organization’s former outside counsel — sits alongside Crain v. Northern (2025 Tex. Bus. 49), where the Eighth Division dismissed legal-malpractice and fractured-malpractice claims as improperly before it. Whether the two are reconcilable is a question for our full treatment.

Tagschurch autonomyassociation standingderivative claimsTBOCjurisdiction over counsel11th Division

Synergy Thermogen v. Blackbrush Oil & Gas — notes of a call with non-lawyer representatives are not work product.

2026 Tex. Bus. 47 (1st Div.) (mem. op.) · Whitehill, J. · July 16, 2026 · No. 25-BC01B-0011

Discovery compelled

Per the index description: notes of a telephone call between the plaintiff’s former employee and a defendant’s non-lawyer representatives are neither core work product nor protected non-core work product.

Two reasons are given: the notes contain no mental processes of an attorney or an attorney’s representative, and the plaintiffs showed both a sufficient need for the notes and that obtaining the information by other means would be an undue burden. This appears to be the court’s first written work-product ruling, and it arrives from the division with the largest written output. Note the court’s own file slug misspells the defendant as “blackbruch”; the caption on the index reads Blackbrush.

work productTagsdiscoveryRule 192.5undue burden1st Division

CWK Management v. Maggi — no specific jurisdiction over an LLC’s nonresident shareholder.

2026 Tex. Bus. 48 (1st Div.) (mem. op.) · Whitehill, J. · July 21, 2026 · No. 26-BC01B-0025

No personal jurisdiction

Per the index description: the court lacks specific personal jurisdiction over a defendant LLC’s nonresident shareholder where the plaintiffs do not seek to pierce the corporate veil and do not allege that the shareholder personally engaged in acts in Texas forming the operative facts for trial.

The formulation — that the Texas acts must be “the operative acts that will be the focus at trial” — continues the line running through GoSecure v. CrowdStrike (2026 Tex. Bus. 13) and JT Capital v. Blom Capital (2025 Tex. Bus. 41). Special appearances and jurisdictional challenges remain among the most frequently litigated matters on this docket.

Tagsspecific personal jurisdictionspecial appearanceveil piercingnonresident shareholder1st Division

Village Crossing v. West Creek Investments — a promise of a future survey cures neither indefiniteness nor the statute of frauds.

2026 Tex. Bus. 49 (11th Div.) (mem. op.) · Stagner, J. · July 22, 2026 · No. 25-BC11B-0088

Agreement unenforceable

Per the index description: an agreement to sell land did not adequately describe the boundaries and is unenforceable on two separate but related grounds — indefiniteness, because it does not identify the full boundaries of the single property to be conveyed, and the statute of frauds, because neither the agreement nor any writing incorporated into it furnishes the means to identify the property with reasonable certainty.

The court states flatly that “[a] promise of a future survey cannot cure either defect” and that the statute of frauds “does not permit a legal description to be supplied after the fact.” In the alternative, and assuming enforceability, the court holds the purchaser breached by delivering surveys inconsistent with the agreement, insisting those surveys controlled, and refusing to cure after notice. The alternative holding is what makes this opinion useful to transactional readers.

Tagsstatute of fraudslegal descriptionindefinitenessreal propertybreach11th Division

Fiberwave v. AT&T Enterprises — an ambiguous vesting date goes to the jury; both sides’ fraud claims fall.

2026 Tex. Bus. 50 (1st Div.) (mem. op.) · Bouressa, J. · July 24, 2026 · No. 25-BC01A-0013

Contract term ambiguous — jury question Fraud claims dismissed both ways

Per the index description: a contract is ambiguous as to the start date for calculating vested payments following a termination for “cause,” so its meaning is a fact issue for the jury and extrinsic evidence may be admitted; summary judgment is granted against the plaintiff’s fraudulent-inducement claims for want of evidence of justifiable reliance; and summary judgment is granted against the defendant’s fraud claims on no-evidence grounds and, on traditional grounds, under the economic-loss rule and because the disgorgement sought was neither available nor pled.

This is the third opinion of record in this long-running dispute, following 2025 Tex. Bus. 42 (Oct. 29, 2025) on a limitation-of-liability provision and 2026 Tex. Bus. 2 (Jan. 8, 2026) on defamation. Judge Bouressa’s treatment of ambiguity as a jury question echoes Lunderby v. Dominium (2026 Tex. Bus. 38), where the same judge sent the meaning of “relocate to Dallas” to a jury — a consistent reluctance to resolve genuinely contested contract language as a matter of law.

Tagscontract ambiguityfraudulent inducementjustifiable relianceeconomic-loss ruledisgorgement1st Division

Thompson v. Anchor Capital GP — a four-year secured note is a loan, not a security.

2026 Tex. Bus. 41 (1st Div.) (mem. op.) · Whitehill, J. · signed July 1, 2026 (nunc pro tunc) · No. 25-BC01B-0038

Partial summary judgment granted

HELD: The secured promissory note is not a “security” under the Texas Securities Act; defendants’ motion for partial summary judgment granted.

Jean Thompson, owner and president of Thompson Petroleum Corporation, lent money to Anchor Capital GP LLC — a private-equity brokerage founded by Michael Mann — so Mann could buy out Anchor partners, memorialized in a Secured Promissory Note, Security Agreement, and personal guaranty, later amended after a second buyout loan. When a books-and-records inspection dispute escalated to a default notice and acceleration, Thompson sued, including a Texas Securities Act misrepresentation claim. The pivotal question on defendants’ partial summary-judgment motion: is the Note a “security” to which TSA remedies attach? Id. ¶¶ 1–2, 7–13.

• The court surveyed the three federal approaches to characterizing notes — the “investment versus commercial” test, the “family resemblance” test, and Howey — and confirmed that Texas follows Reves v. Ernst & Young, 494 U.S. 56 (1990), in applying the family-resemblance test to notes, citing Campbell and Grotjohn. Id. ¶¶ 35–42.
• The Note could not claim the judicially excepted status of a “short-term note secured by a lien on a small business or some of its assets”: with neither the TSA nor its federal analogues defining “short-term,” the court read the statutes’ nine-month commercial-paper benchmarks against the Note’s four-year maturity. Id. ¶¶ 45–47.
• On the four Reves factors: the parties’ motives cut for security status (Mann used the loan to raise capital and avoid diluting Anchor’s equity investor), but the plan of distribution was conceded to defendants; the investing public’s reasonable expectations pointed to a loan (the instrument is titled a Secured Promissory Note, was never advertised as an investment, and joined sophisticated, counseled parties); and the risk-reducing measures — collateral, Mann’s personal guaranty, extensive covenants, and inspection rights — “strongly” suggested no need for securities-law protection. Three factors to one: not a security. Id. ¶¶ 48–62.
• The companion guaranty claim had already fallen in a separate June 18 order concluding the Guaranty did not require Mann to provide an audited personal financial statement, leaving the TSA characterization as the sole question here. Id. ¶ 29.

Plain English A lender who takes collateral, a personal guaranty, and inspection rights has bought herself protections by contract — and that very protection is a principal reason the court concludes she doesn’t also get the securities statute’s remedies. The better the loan documentation, the less the note looks like a security.

Why it matters This is the Business Court’s fullest Reves application to date and a drafting map for hybrid financing instruments: instrument title, absence of investment marketing, party sophistication, and a real security package each moved the analysis toward “loan.” Practitioners asserting TSA claims on privately negotiated notes now face a developed First Division template for the motion that defeats them.

TagsTexas Securities ActReves family-resemblance testpromissory notessummary judgment1st Division

Kampmann v. Smith — jurisdiction, abatement, and transfer all denied; the dissolution fight stays put.

2026 Tex. Bus. 42 (4th Div.) · Barnard, J. · signed July 8, 2026 · No. 26-BC04A-0005

Plea to the jurisdiction denied Plea in abatement denied Motion to transfer denied

HELD: Plaintiffs invoked the court’s subject-matter jurisdiction; the Kendall County suits are not inherently interrelated; no basis to transfer. The case proceeds.

The decade-long partnership behind Principle Auto Group — Abigail Kampmann (50.5% of the general-partner LLC) and Mark Smith (49.5%) — has already produced a Tarrant County suit tried to a Smith-favorable jury verdict (no final judgment yet) and two Kendall County suits. Kampmann’s April 2026 Business Court action seeks declarations on a contested buy-sell offer for the parties’ Mississippi dealership entities, breach-of-contract and fiduciary-duty claims against Smith, and a court-ordered winding up of the Bexar County-based entities under the Texas Business Organizations Code. Smith answered with the full forum-mechanics arsenal. Id. ¶¶ 1–4.

• Plea to the jurisdiction denied. Smith argued the petition identified no quantified damages. The court held this confuses a merits question (proving damages) with the jurisdictional one (alleging concrete, particularized injury): under Bland, a pleaded amount in controversy above the court’s $5 million threshold controls unless challenged as a sham with evidence — which Smith did not do, echoing ET Gathering. The declaratory count presents a live controversy in the parties’ “divergent interpretations” of the buy-sell provisions (including a provision that omits a verb, leaving liquidation’s mandatory-or-optional character unclear), and the contract and fiduciary counts allege concrete injuries — an undisclosed side deal, a unilateral “Platform Manager” appointment, and roughly $200,000 in personal legal fees allocated to the dealerships. Id. ¶¶ 5–21.
• Plea in abatement denied. Applying the Martens logical-relationship framework, the court found the Kendall County suits — one about interference with shared-services employees, the other about competitive diversion — not inherently interrelated with a case that turns on the buy-sell offer and the statutory predicates for dissolving two Bexar County entities. Independently, Tex. Bus. Orgs. Code § 11.314 fixes winding-up jurisdiction in the county of the entities’ registered office — Bexar — or in the Business Court exercising concurrent jurisdiction, so Kendall County could never acquire dominant jurisdiction over the dissolution claims. Id. ¶¶ 22–30.
• No discretionary abatement. Extending Chaudhry, the court held the Legislature gave it no authority to decline causes of action within its original jurisdiction — the discretion it has over supplemental claims was “impliedly denied” for original ones. Smith’s comity argument also failed on the merits: a terminated entity continues to exist to prosecute and defend pending litigation under § 11.052. Id. ¶¶ 31–34.
• Alternative transfer denied. Section 15.002(b) of the Civil Practice & Remedies Code permits convenience transfers only between counties of proper venue — and Kendall County is not a proper venue for the § 11.314 dissolution claims. Id. ¶¶ 35–36.

Plain English When a business divorce is really about shutting the companies down, the law fixes where that can happen — the county where the companies live, or the Business Court. Related lawsuits elsewhere, even a first-filed one already tried to verdict, don’t drag the dissolution fight out of the forum the statute assigns it.

Why it matters Forum mechanics remain the Business Court’s dominant written output, and this Fourth Division opinion consolidates three defensive doctrines in one place: amount-in-controversy pleading discipline under Bland, the Martens limits of dominant-jurisdiction abatement, and — most consequentially — the Chaudhry principle that original-jurisdiction claims cannot be declined. For litigants racing between district court and the Business Court, a statutorily anchored dissolution claim looks increasingly like an anchor that holds.

Tagssubject-matter jurisdictiondominant jurisdictionTBOC § 11.314 winding upvenue transferderivative claims4th Division

In re Frank Jackson — advising on the termination of a CEO is lawyerly conduct, and Rule 91a immunity is enforceable by mandamus.

No. 15-25-00235-CV (Tex. App.—15th Dist. July 14, 2026) (orig. proceeding) · Brister, C.J. · panel: Brister, C.J., Field and Farris, JJ. · Farris, J., dissenting · from Business Court Division 11B (Dorfman, J.), No. 25-BC11B-00032 · docket

Mandamus conditionally granted 2–1

HELD, in the court’s words: “We conditionally grant mandamus relief and direct the business court to vacate its order denying Jackson’s Rule 91a motion and to dismiss him from the underlying suit. Our writ will issue only if the trial court fails to comply.”

Norman Thomas Barras Jr. was CEO of The Reynolds and Reynolds Company under an agreement providing $350 million if he were terminated without cause. After the founder’s death, Dorothy Brockman took control of the enterprise and installed Frank Jackson, the founder’s former attorney, at Reynolds. Reynolds terminated Barras for cause in May 2025; the termination letter identified Jackson as “General Counsel of the Company.” Barras sued Reynolds for breach and Jackson for tortious interference. Following removal to the Business Court, Jackson moved to dismiss under Rule 91a on attorney immunity. Barras then amended to delete the general-counsel references and recast Jackson as a “business advisor,” adding allegations about his role in investments, operations, technology, and product management. The Business Court denied the motion. Jackson sought mandamus.

• The immunity inquiry turns not on the advice actually given — determining which would require piercing privilege — but on whether the challenged conduct is “the kind of conduct” attorneys undertake in discharging professional duties to a client, quoting Taylor v. Tolbert, 644 S.W.3d 637, 642 (Tex. 2022) (quoting Cantey Hanger, LLP v. Byrd, 467 S.W.3d 477, 482 (Tex. 2015)).
• Barras’s own pleadings established the attorney-client relationship under Tex. R. Evid. 503. Although he alleged Jackson performed various non-legal business functions, none of those allegations concerned the conduct actually challenged — advice about Barras’s termination. Advising a multi-billion-dollar client on terminating a CEO potentially owed $350 million is, the court holds, quintessentially lawyerly, regardless of any self-interest in the outcome.
• Relabeling a lawyer a “business advisor” by amended pleading cannot defeat immunity absent factual allegations that the termination-related advice was “entirely foreign” to his attorney duties.
• Because the claim has no basis in law, requiring Jackson to litigate through trial would defeat a substantive immunity from suit; appeal is therefore not an adequate remedy.
• Dissent. Justice Farris would hold the live pleadings contain many allegations that Jackson interfered while acting as a general business adviser who happened to hold a law license, not in a lawyerly capacity, and so was not entitled to Rule 91a dismissal. She urges Supreme Court clarification, citing Tex. R. App. P. 56.1(a).

Plain English A company lawyer who advises on firing an executive is doing lawyer work, and cannot be sued for interfering with the contract he advised on — even if he stood to benefit. Rewriting the complaint to call him a business adviser does not change what the challenged advice was.

Why it matters Two firsts in one opinion. It is the first time the Fifteenth Court has granted mandamus on the merits of a Business Court ruling, which establishes that Rule 91a denials touching immunity from suit are correctable before trial rather than after. And it puts in-house counsel’s immunity on a pleadings-based footing: the court looks to the conduct challenged, not the labels the pleader chooses. The dissent’s express invitation to the Supreme Court of Texas, together with the real party’s stated intention to seek relief there, means the rule announced here may not be settled.

Tagsattorney immunityRule 91amandamusin-house counseltortious interference15th COA

In re Joseph Beard — a pending mandamus against a First Division ruling in the Perot Jain litigation.

No. 15-26-00136-CV (Tex. App.—15th Dist., filed June 30, 2026) (orig. proceeding) · from Business Court Division 1B (Whitehill, J.), No. 26-BC01B-0018

Pending · response due July 31

Status only. No ruling on the petition has issued, and the docket records no motion for temporary relief.

The real parties in interest of record are Henry Ross Perot, Jr., Anurag Jain, and Perot Jain, L.P., represented by Richard D. Anigian and Ronald W. Breaux; relator Joseph Beard is represented by Daniel H. Charest, Hannah M. Crowe, and Lawson Sadler. The court requested a response on July 1 and has calendared the response as due July 31. A motion for oral argument was filed July 8. The underlying Business Court matter is the same First Division docket carrying the August 6 conference setting reported in Issue No. 10. We note that a re:SearchTX alert characterized Judge Whitehill as a “defendant” in this proceeding; the appellate record does not list him as a party, and that characterization is the vendor’s, not the court’s.

Tagsmandamus1st DivisionPerot Jainpending15th COA