The Hilltop Docket

The court drew the facts from the removal notice and the verified petition, assuming them true for purposes of the motion (¶ 4). Mark Cuban sold his majority interest in the Dallas Mavericks to members of the Adelson family; as part of the deal, the parties agreed to a partnership in which Cuban could participate in “certain business opportunities,” which he anticipated would include a destination casino (¶ 5). In 2024 the Adelsons began pursuing a replacement for the American Airlines Center; the defunct Valley View Mall emerged as a leading candidate (¶ 6). In June 2026 the respondent, Arena Development Intermediate, LLC, a Delaware entity the Adelsons formed for the deal, took an option on part of the Valley View property without telling Cuban; because Delaware does not require disclosure of the entity’s members, Cuban’s entities cannot see who stands behind it (¶¶ 7–8).

The Cuban entities filed a Rule 202 petition in district court to investigate anticipated tortious-interference claims (¶ 9); the respondent removed to the Business Court; petitioners moved on an emergency basis to remand, arguing a Rule 202 petition is not an “action” (¶¶ 1–2, 10). Drawing on Jaster v. Comet II Construction, Inc., 438 S.W.3d 556, 563–64 (Tex. 2014) (plurality op.), the court held otherwise (¶¶ 21–22):

“It follows that a Rule 202 proceeding is an ‘action’ because petitioners are seeking to enforce their claimed right to conduct pre-suit discovery.” — 2026 Tex. Bus. 55, ¶ 22

The distinguishing work is the more instructive half.

• The trilogy distinguished. Petitioners cited Yadav, Tema, and Osmose for the premise that “action” means “lawsuit,” but none involved a removed Rule 202 proceeding (¶¶ 15–19).
• Their own authority, turned. Montoya Frazier v. Maxwell held a Rule 202 proceeding is not a “legal action” under the TCPA, a holding the court read as turning on a 2019 amendment that excludes procedural steps. So “Montoya implicitly holds that a Rule 202 proceeding would otherwise be a legal action” (¶ 20).
• The statutory hooks. The notice of removal pleads two qualified transactions, the multi-billion-dollar Mavericks sale and the over-$50 million Valley View option, bringing the anticipated action, as pleaded, within § 25A.001(14) and § 25A.004(d)(1) (¶ 26). Section 25A.004(a)(2) supplies authority: “Thus, because a district court may grant the relief requested by the Rule 202 petition, so can the business court if it otherwise has subject matter jurisdiction” (¶ 27).
• Reserved. Ripeness waits for the hearing (¶ 28); an anticipated motion to compel arbitration is flagged but unfiled (¶¶ 13–14).

CAM held the maintenance-and-turnaround contract at ExxonMobil’s Baytown Complex for decades (¶ 6). In late 2023 the work went out for bid and Brown & Root won it. CAM alleges the win was engineered from inside: its Baytown site manager, Sidney Daley, allegedly photographed CAM’s proprietary labor-rate sheets, sent them to Brown & Root, deleted the evidence, took a $100,000 payment, and now works for Brown & Root (¶¶ 2, 7).

CAM sued in the 344th District Court of Chambers County in March 2024 and never joined Daley (¶ 8): not when it deposed him as a nonparty, and not when it later amended its petition (¶¶ 26–27). The jury found against CAM across the board (¶ 11). One day before the take-nothing judgment was signed, CAM filed this action, adding Daley and repleading knowing participation against Brown & Root (¶¶ 12–13). The one-day gambit fails:

“When two actions proceed on parallel tracks, it is the first final judgment—not the first-filed petition—that binds the parties in the other action.” — 2026 Tex. Bus. 56, ¶ 18 (following Mower v. Boyer, 811 S.W.2d 560, 563 (Tex. 1991))

Why Brown & Root wins:

• Same transaction. The court matched the two petitions side by side: same fiduciary relationship, same transmission, same $100,000, same injury (¶ 23).
• Strategic omission. The missing jury finding on knowing participation “resulted from CAM’s strategic decision to proceed to trial without the person whose breach supplied the predicate for that claim” (¶ 24). CAM learned the operative facts deposing Daley on August 26, 2025, had discovery through November 10, amended on November 26, and faced no procedural obstacle to joining him (¶¶ 26–27).
• No reservation. The Chambers County court said only that its judgment would not adjudicate Daley’s liability, and declined to rule on preclusive effect; the written judgment directs that CAM take nothing from Brown & Root and reserves nothing (¶¶ 28–32).
• Granted. Claim preclusion conclusively established; the court did not reach the alternative issue-preclusion argument (¶¶ 33, 50).

Why Daley does not:

• No privity. Nothing shows Daley controlled the Chambers County litigation, that any party adequately represented his distinct legal interests, or that he succeeded to a party’s interest; a shared interest in beating CAM’s allegations is not enough (¶¶ 35–37).
• Object, not co-conspirator. The pleadings themselves “describe Daley as the object of the alleged scheme—the person Brown & Root allegedly recruited and paid—not as an alleged co-conspirator” (¶ 38).
• A different question. The jury’s finding that the rate sheets were not a statutory trade secret under TUTSA § 134A.002(6) does not decide whether the same information was confidential under Daley’s alleged contractual or fiduciary obligations (¶ 43), anchored to the court’s own Unimacts Global, LLC v. Ayr Energy Inc., 2026 Tex. Bus. 31, ¶¶ 7–9 (11th Div.) (mem. op.) (No. 25-BC11A-0083).
• Denied, expressly interlocutory. Daley’s motion is denied; CAM’s contract and fiduciary claims against him remain pending, and the court decided nothing about their merits (¶¶ 51–52).

Two investors holding non-voting units in Heady Brewing Company, LLC, the company behind 8th Wonder Brewery, alleged their units were swapped and diluted in a May 2023 reorganization: the insiders became “Rollover Members” of the acquirer, Bayou City, while the plaintiffs were allocated interests in a $1.125 million Convertible Promissory Note, of which they say they collectively received “only approximately” seven percent (¶ 5), later converted into 945 shares each of non-voting common stock (¶ 6; facts at ¶¶ 4–8, taken as true under Rule 91a, ¶ 3). Three Rule 91a motions challenged the conversion count, and the court granted them on the pleadings:

“Plaintiffs’ conversion claim has no basis in law because Texas conversion law does not recognize the alleged transfer or dilution of these uncertificated LLC membership interests as conversion of property.” — 2026 Tex. Bus. 57, ¶ 2

The reasoning runs through the tort’s own elements:

• Tangible property, or nothing. Conversion reaches personal property, subject to a narrow merger exception for an intangible right embodied in a physical document that is itself converted; the allegations here “do not allege dominion over any tangible personal property” (¶¶ 9, 11).
• The presumption holds. Heady’s company agreement said units “may, but need not be certificated,” and the petition never alleged that managers authorized certificates, that any issued, or that anyone took dominion over one (¶¶ 8, 12).
• No physical embodiment. A transaction agreement that concerns an intangible interest is not, for that reason alone, a physical embodiment of it; the promissory note was consideration created by the challenged deal, not a preexisting document embodying the units; and neither document was itself allegedly converted (¶ 13).
• Delaware does not travel. Bamford v. Penfold, L.P., No. CV 2019-0005-JTL, 2020 WL 967942, at *22–23 (Del. Ch. Feb. 28, 2020) allowed such a claim under Delaware law, but Bell v. Bay Area RV Parks, L.L.C., 722 S.W.3d 176, 211–16 (Tex. App.—Houston [1st Dist.] 2025, no pet.) had already weighed that authority and applied Texas law the other way (¶ 14).
• Limited holding, narrow disposition. “The Court does not hold that an LLC membership interest can never support a conversion claim” (¶ 15); an interest actually embodied in a certificate is a question for another case. Only Count Four is dismissed, with prejudice, and “[a]ll other relief requested by the Motions, including costs and attorneys’ fees” is denied (¶ 15).

Clean Hydrogen Works formed LA-1 in April 2021 to develop a clean-hydrogen and blue-ammonia facility in Ascension Parish, Louisiana (¶ 4). Denbury, which plaintiffs allege owned the only operating Gulf Coast pipeline capable of moving the project’s CO₂ (defendants dispute this), invested $10 million in September 2022, becoming a minority member, and another $10 million in May 2023 (¶¶ 4–5). After ExxonMobil acquired Denbury for nearly $5 billion in November 2023, the plaintiffs allege the defendants reversed course: terminating CO₂ services agreements on pretextual grounds, demanding LA-1 sell the land option essential to the project, and destroying it while freeing pipeline capacity for ExxonMobil’s own competing ammonia venture (¶ 6). The motion targeted two claims: LA-1’s Louisiana Monopolization Act claim against Denbury, and the plaintiffs’ Louisiana Unfair Trade Practices Act claim against all defendants (¶ 2).

The comity theory succeeded. The court took the rule from its source and rejected the framing that comity is about convenience (¶¶ 8, 12), then applied it (¶ 13):

“Because LA-1’s LMA claim against Denbury is an antitrust claim under another state’s law, and presents ‘a Louisiana pipeline, a Louisiana project, and Louisiana competitive harm,’ such that the facts underlying the LMA claim are confined to Louisiana, this Court grants Defendants’ Motion as to LA-1’s LMA claim.” — 2026 Tex. Bus. 58, ¶ 13

The refusal is the more consequential ruling. Asked to carry Coca-Cola across from antitrust into unfair-trade-practices law, the court declined in institutional terms:

“This Court is not in a position to postulate as to the reasoning behind the rule in Coca-Cola, and declines to broaden its rationale outside of the context of the unambiguous central holding of the Texas Supreme Court case.” — 2026 Tex. Bus. 58, ¶ 16

• The preserved trajectory. Footnote 16 collects the decisions the refusal keeps alive: Texas courts have continued to adjudicate sister-state unfair-trade-practices claims after Coca-Cola, including the Texas Supreme Court itself in Dynegy Midstream Servs., Ltd. P’ship v. Apache Corp., 294 S.W.3d 164, 171 (Tex. 2009), plus Red Roof Inns, Inc. v. Murat Holdings, L.L.C., 223 S.W.3d 676, 687–89 (Tex. App.—Dallas 2007, pet. denied), and Garner v. Jack in the Box Inc., No. 02-23-00276-CV, 2025 WL 2884213 (Tex. App.—Fort Worth Oct. 9, 2025, no pet. h.) (¶ 16 n.16).
• Not a repackaged contract claim, at least not yet. Simple contractual nonperformance cannot support LUTPA, but the petition, taken as true, alleges misrepresentation, concealment, and deceptive inducement accompanying the claimed breaches; that cannot be resolved against the plaintiffs at the Rule 91a stage (¶¶ 17–19).
• Narrow disposition. The motion is granted solely as to LA-1’s Louisiana Monopolization Act claim against Denbury; in all other respects it is denied (¶ 20). Surviving Rule 91a is not a merits ruling — the standard takes the allegations as true (¶ 3).