The Hilltop Docket — Issue No. 20

IssueNo. 20Sep 28

New opinions2

Opinions to date129as of Sep 28

New petitions6

Issue No. 20 · Monday, September 28, 2026 · Week in review · Covering September 21 – September 27, 2026.

Two opinions this fortnight, ten days apart, and both turn on what a party did or did not say. In Beard v. Perot, 2026 Tex. Bus. 65, a former venture-firm partner signed two agreements containing negotiated no-reliance clauses; when the company he says he was promised a share of sold for billions, the court dismissed every claim at the pleading stage, because Texas law holds sophisticated parties to a no-reliance promise they bargained for. In the second Hinds v. Sandman Offshore opinion, 2026 Tex. Bus. 66, the same court let a fraud-by-nondisclosure claim proceed past the pleadings, because the company never signed away its right to be told about a manager's conflict of interest, and silence about a conflict can itself be the misrepresentation. Two records, two outcomes, one continuous idea: a Texas court will hold a sophisticated party to the paper it signed, in both directions.

In this issue

What you signed ends the case. What you didn't say doesn't.

What you signed ends the case: a negotiated no-reliance clause, read against the pleadings, can defeat a fraud claim as a matter of law without ever reaching discovery. What you didn't say doesn't: where no release or no-reliance clause covers the claim, an undisclosed conflict of interest can support fraud, tortious interference and conspiracy claims that survive the pleading stage and go to discovery.

2026 Tex. Bus. 65: a departing partner's fraud and promissory-estoppel claims over an excluded company are dismissed with prejudice on Rule 91a review — the Separation Agreement's release and both agreements' no-reliance clauses defeat reliance as a matter of law.
2026 Tex. Bus. 66: the mirror image, ten days later and in the same cause — a company's fraud-by-nondisclosure, tortious-interference, civil-conspiracy and knowing-participation claims against its own expelled manager survive a Rule 91a motion.
The filing week: six new petitions in four business days, including a $60 million-plus oil-and-gas dispute and an Alaska North Slope contract fight between ConocoPhillips, ExxonMobil and Hilcorp.
The numbering run: the First, Eighth and Eleventh Division sequences, checked against last issue's.
Dockets and calendar, carried forward from the September 19 export; not re-verified this cycle.
For the record: the register, the two channels, and how each opinion was read.

2026 Tex. Bus. 65 · Beard v. Perot

Citation	2026 Tex. Bus. 65 (opinion with staff syllabus)
Cause number	26-BC01B-0018
Division	First Division (1b)
Judge	Whitehill, J.
Signed	September 22, 2026; clerk-entered 9/22/2026 (Beverly Crumley, Clerk)
Vehicle	Defendants' Rule 91a motion to dismiss the First Amended Petition, argued July 21, 2026
Disposition	Motion GRANTED; all six claims dismissed with prejudice by order of August 10, 2026, with the written opinion issued at plaintiff's request under Tex. R. Civ. P. 360(a)(1) and B.C.L.R. 5(g); attorneys' fees reserved ¶2, ¶177, n.2, n.144
Opinion	Signed PDF · 72 pages plus e-filing certificate, staff syllabus, ¶¶1–177, notes 1–144 · SHA-256 170a6b5d…9c7f2c1, matched to this publication's canonical feed · read in full for this issue

Joseph Beard, a West Point graduate, joined an early-stage venture firm as its first "partner" and ran its day-to-day operations for five years, spending most of that time building one portfolio company, Access Healthcare. He alleges the firm's founders promised him three percent of Access Healthcare by handshake, to be settled later without a formal valuation. When he left the firm in 2020, he signed a Separation Agreement listing thirty-seven portfolio companies he would continue to be paid on; Access Healthcare was not among them, which he says was intentional, so the handshake commitment could be honored later outside the written list. Two years afterward, with his own lawyer's help, he signed a second agreement cashing out his interests in the listed companies for $270,000. In January 2025, Access Healthcare sold for a figure the opinion does not need to state to resolve the motion; Beard's petition puts the value in the billions. The founders said there had never been a handshake commitment on Access Healthcare. Beard sued for fraud, breach of an oral promise, and the value of his work. Every fact in this paragraph is Beard's pleaded allegation, not a finding; only his pleaded facts are taken as true, and only for the purpose of the Rule 91a motion.

The rule of law

A release that expressly names the category of claim at issue, and a no-reliance clause that is the product of negotiation between sophisticated, represented parties at arm's length, defeat reliance on an extracontractual promise as a matter of law — without regard to whether the promise was in fact made. Three independent doctrines can produce that result: the red-flags doctrine, the direct-contradiction rule, and an enforceable reliance disclaimer assessed under the Schlumberger/Forest Oil factors (whether the terms were negotiated rather than boilerplate; whether the party had time and an opportunity to consult counsel and did so; whether the transaction was at arm's length; whether the party was knowledgeable and sophisticated; and whether the disclaimer's language is clear). No single factor, and no merger clause or "no other representations" clause standing alone, is enough; the court applied all five together to a negotiated agreement whose own Schedule A excluded the company at issue by name.

The Separation Agreement released every claim "arising out of or in any way related to" Beard's employment or separation, expressly including "profit participations" and "compensation of any nature other than wages," known or unknown. Access Healthcare was under discussion when the agreement was negotiated and is a named Company Releasee, distinguishing this record from Victoria Bank & Trust v. Brady, where the claim at issue was not shown to have been within the releasing party's contemplation. The release is an independent ground to dismiss four of the six claims; it does not by itself bar a claim that the release itself was fraudulently induced. On the reliance disclaimers, the court found each Forest Oil factor satisfied: the Access Healthcare exclusion shows the clauses were negotiated rather than boilerplate; Beard had forty-five days and an express invitation to consult counsel, and counsel was in fact consulted on the Release Agreement; a termination and a buyout are arm's-length dealings, and subjective trust does not excuse a failure to verify; a former private-equity portfolio manager and West Point graduate is a knowledgeable, sophisticated party; and the disclaimer language is clear. The no-reliance clauses therefore defeat the fraud and promissory-estoppel claims as a matter of law, and the analysis binds the claims against the two individual founders as well, both because justifiable reliance is an element the plaintiff must plead rather than a personal defense, and because the founders are themselves named releasees.

In plain English

He says the founders promised him a piece of the company by handshake, on purpose left off a list of companies in his separation paperwork so it could be settled later. Two years after that, with his own lawyer beside him, he signed a second paper cashing out everything on the list for $270,000, saying in writing that there were no other promises and that he wasn't relying on anything that wasn't written down. When the company later sold for billions, he sued. The court didn't decide whether the handshake happened. It decided that a person with a lawyer, forty-five days to think it over, and a signature on a page that named this exact company doesn't get to also keep the handshake. The paper said thirty-seven companies; the mismatch between that list and his billion-dollar claim was itself the warning sign the law says he should have chased down before he signed the second time, not after.

What this does and does not establish

Beard is, on this publication's reading of the corpus, its fullest treatment yet of reliance disclaimers at the pleading stage: seventy-two pages applying the Supreme Court's Forest Oil, Orca Assets and Roxo Energy factors one by one to a pleaded petition and its exhibits, extended under Mercedes-Benz v. Carduco to the individual principals who signed as releasees. It does not decide whether a merger clause or a no-reliance clause standing alone, without the negotiation and counsel-consultation record present here, would defeat reliance; the opinion expressly declines to reach that broader question. Attorneys' fees remain reserved, and the defendants' counterclaims on the two agreements remain pending.

2026 Tex. Bus. 66 · Hinds v. Sandman Offshore, LLC

Citation	2026 Tex. Bus. 66 (mem. op.) — the second opinion in this cause; the first is 2026 Tex. Bus. 63, treated in Issue No. 19
Cause number	26-BC11A-0053
Division	Eleventh Division cause. The signature block reads: "Stacy Rogers Sharp, Judge of the Texas Business Court, Fourth Division, sitting by assignment." Issue No. 19 flagged this same recital on 2026 Tex. Bus. 63 as present without a stated basis; the "sitting by assignment" language is now recited, and the basis for the assignment is still not stated in the opinion.
Judge	Sharp, J., sitting by assignment (per the signature block)
Signed	September 24, 2026; clerk-entered 9/24/2026 (Beverly Crumley, Clerk)
Vehicle	Partial Rule 91a motions to dismiss Sandman's counterclaims, filed August 10, 2026 by plaintiff Hinds and by third-party defendant EnviroCore, each with special exceptions pleaded in the alternative
Disposition	Both motions DENIED; both sets of special exceptions OVERRULED. Wegner nonsuited his own counterclaims and Sandman amended before the hearing. ¶1, ¶6; order p. 22
Opinion	Signed PDF · 22 pages, ¶¶1–51 plus the conclusion and order, notes 1–5 · SHA-256 9e1216f7…3edb98fc31, matched to this publication's canonical feed · read in full for this issue

Ten days after the court trimmed Russell Hinds's claims against Sandman Offshore in 2026 Tex. Bus. 63 (treated in Issue No. 19), it declined to trim Sandman's counterclaims against him. Sandman alleges that Hinds, while still a co-manager, steered a $777,000 drilling job to his own contractor, EnviroCore, without disclosing that he owned it, then persuaded the customer to pay EnviroCore first and defer a $1 million lease payment owed to Sandman. Hinds and EnviroCore moved under Rule 91a to dismiss Sandman's fraud-by-nondisclosure, tortious-interference, civil-conspiracy and knowing-participation counterclaims, with special exceptions in the alternative. The court denied every motion and overruled every special exception. All facts above are Sandman's pleaded allegations, taken as true only for purposes of the motions; nothing is found.

The rule of law

Reliance on a nondisclosure may be pleaded as forbearance — that the company refrained from acting through its other manager because the conflict and the payment-deferral discussions were kept from it — and a "temporal impossibility" causation argument fails where the pleaded timeline shows the nondisclosures preceding the deferred payment; causation on those facts is a jury question, not one resolvable within the four corners of the pleading on a Rule 91a motion. A contractor that invoices with knowledge that payment will impair another party's contract can be liable for knowing inducement, and the fact that the interfering acts preceded the ultimate breach does not defeat the claim — interference necessarily precedes breach. The intracorporate-conspiracy rule yields where the same individual is simultaneously involved with another entity carrying a conflicting interest, so sole ownership of that entity does not itself negate its separate existence for conspiracy purposes. And because the Texas Supreme Court has never decided whether a freestanding claim for aiding and abetting exists under Texas law, a trial court cannot dismiss one at the Rule 91a stage for lacking a basis in law: an open question is not an established rule, and Rule 91a dismissal requires one. ¶¶11–51

On fraud by nondisclosure, the court applied the elements from Bombardier and found duty not contested; reliance survives because Sandman pleaded it pleaded as forbearance through its other manager, who would have acted had the conflict and the payment-deferral discussions been disclosed. The June and October 2025 nondisclosures pleaded precede the deferred payment, defeating Hinds's argument that disclosure could not have changed anything by then; the resulting damages theory, a two-month loss of the use of $450,000, is adequately pleaded, with the damages model itself left for discovery rather than resolved on the pleadings. On tortious interference, the court found knowing inducement adequately pleaded through Hinds's dual role at EnviroCore and distinguished the defense's authorities, Browning-Ferris and John Paul Mitchell, as post-trial evidentiary records rather than pleading-stage dismissals. On civil conspiracy, the court applied the exception to the intracorporate-conspiracy rule where an agent is simultaneously involved with a second entity carrying a conflicting interest, noting a split in the corpus on the parent-subsidiary version of the same question without resolving it here. On knowing participation, the manager's duty under the Sandman agreement's Section 5.10 exculpation clause — the same clause construed in 2026 Tex. Bus. 63 — survives as to willful misconduct and conflicting business activity, and knowledge is imputed from Hinds individually to EnviroCore as his company. On aiding and abetting, the court read First United Pentecostal and Nettles as leaving the existence of the claim an open question under Texas law, and under In re First Reserve a Rule 91a dismissal requires an established legal rule that forecloses the claim; an unsettled question does not supply one. Fees were declined under Rule 91.7.

In plain English

Ten days ago the court trimmed the expelled member's case against his oil-and-gas company. This week it declined to trim the company's case against him. The company says he steered a $777,000 drilling job to his own contractor without saying he owned it, then talked the customer into paying his contractor first and deferring a $1 million lease payment owed to the company. He and his contractor asked the court to throw those claims out on the pleadings. The court said no on every count. You can rely on a lie by doing nothing: the company says its other manager would have demanded payment on time had he known, and that is enough for now. Whether the silence actually caused the delay is a jury question, not a pleading question. A contractor that invoices knowing the payment will starve someone else's contract can be an interferer, and the fact that its acts came before the breach is exactly what interference looks like. A man and his own company can conspire with each other when he wears two hats. And because the Supreme Court of Texas has never said whether "aiding and abetting" is a real claim, a trial court cannot dismiss one at the pleading stage for being unreal. Nobody got their fees.

What this does and does not establish

Hinds II does not decide whether a freestanding aiding-and-abetting claim exists under Texas law — it expressly leaves that question where the Supreme Court left it. It does not decide whether EnviroCore and Hinds are ultimately "one person" for conspiracy or knowing-participation purposes; that issue survives to discovery along with everything else denied on the pleadings. The constructive-trust challenge was conceded after amendment and Wegner's own counterclaims were nonsuited, so neither is before the court. Read together, 2026 Tex. Bus. 63 and 66 are, on this publication's reading, the corpus's clearest statement yet of what Rule 91a can and cannot do to a fiduciary dispute inside a Texas LLC: the company agreement decides the scope of a manager's duty at the pleading stage (63), while reliance, causation, inducement and the "one person" question are left for discovery (66).

The filing week · six new petitions

The table below is the week's new Business Court intake as the court records system states it, drawn from re:SearchTX search-alert emails to this publication's monitoring account (Gmail label SMU-CGI/TBC-Alerts) for the period since Issue No. 19. Every row carries a case style, a cause number, a division, a presiding judge, a case type and a filing date, each copied from the court records system rather than characterized. Court-of-Appeals and criminal-docket alert noise, which this publication's alert searches also catch, is excluded from the table below. No petition below has been read. Nothing here describes what any party alleges, what any claim is worth, or how any matter is likely to come out; a new petition is one side's account of a dispute, and the record reported here reflects no answer and no ruling on any of them.

New Texas Business Court petitions filed September 21 – September 24, 2026, as stated in the court records system. Fields are of-record metadata; no petition has been read.
Filed	Style	Cause · division	Judge	Case type
Mon Sep 21	Cotemar S.A. de C.V. v. ABSG Consulting, Inc.	26-BC11B-0108 11th Div. (11b)	Dorfman	Other Civil
Mon Sep 21	S&K Plumbing of Fort Worth, Inc. and Brandee Vincent v. Virgil Sidney Vincent	26-BC08B-0030 8th Div. (8b)	Stagner	Other Civil
Mon Sep 21	ERA Franchise Systems LLC and Compass, Inc. v. Alejandro Vidal	26-BC01A-0082 1st Div. (1a)	Bouressa	Debt/Contract — Other
Tue Sep 22	ConocoPhillips Alaska, Inc. and ExxonMobil Alaska Production, Inc. v. Hilcorp North Slope, LLC and Hilcorp Alaska, LLC	26-BC11B-0109 11th Div. (11b)	Dorfman	Debt/Contract — Other
Wed Sep 23	Devon Energy Production Company, L.P. v. Merit Energy Partners, D-III, L.P., Merit Energy Partners, III, L.P., Hilcorp Energy I, L.P. and Merit Partners, L.P.	26-BC11A-0110 11th Div. (11a)	Adrogué	Other Civil
Thu Sep 24	ONYX SWNG TIC 1 LLC and ONYX SWNG TIC 2 LLC v. TCM CRE REIT, LLC, TPCREQ4, LLC and Q10 Property Advisors, LLC	26-BC11B-0111 11th Div. (11b)	Barnard	Other Civil

Three of the six — ConocoPhillips/ExxonMobil v. Hilcorp, Devon Energy v. Merit Energy, and ONYX SWNG v. TCM CRE REIT — are disputes among sizable energy and real-estate counterparties; nothing about their merits is known or estimated from a case style alone, and none has been read.

The numbering run

Checked against the cause numbers Issue No. 19 last reported for each division:

First Division: 0082, following 0081 in Issue No. 19 — consecutive.
Eighth Division: 0030, following 0029 in Issue No. 19 — consecutive; the division's 8a and 8b dockets draw from one sequence.
Eleventh Division: 0108, 0109, 0110 and 0111 this week, following 0106 (September 11, reported in Issue No. 19) and 0107 (September 16, also Issue No. 19) — 0106 through 0111 run unbroken across the division's 11a and 11b dockets, which draw from one shared sequence.

What an unbroken sequence does and does not show

It is evidence about this publication's coverage, not about the court. An unbroken run means no petition was filed in these divisions between the lowest and highest numbers held and then missed by the monitoring channel. A petition numbered above the last number held is invisible to it, so the check bounds the interior of the range and not its top edge.

For the record

The register carries two opinions signed inside this issue's window. The Texas Business Court's official opinions register was read Monday, September 28, 2026, in a browser with a cache-busting parameter. Its highest citation is 2026 Tex. Bus. 66, the second Hinds v. Sandman Offshore opinion, signed September 24; beneath it sits 2026 Tex. Bus. 65, Beard v. Perot, signed September 22.

The second channel agrees. The Dowd Bennett Texas Business Court blog, read the same day, posted 2026 Tex. Bus. 65 on September 23 and 2026 Tex. Bus. 66 on September 25. Nothing numbered 67 or higher appears on either channel as of this issue's press time.

How each opinion was read. Both 2026 Tex. Bus. 65 and 2026 Tex. Bus. 66 were read in full from the signed PDFs, whose SHA-256 hashes match the copies recorded in this publication's canonical feed.

Feed status

The canonical opinions feed is current. This publication's opinions.json regenerated September 28, 2026 at 04:12 UTC with 129 records and a highest citation of 2026 Tex. Bus. 66, matching the register. Through September 24 the corpus stands at 129 opinions since October 30, 2024 (54 published, 75 memorandum); this publication's Codex is coded through 66 (129 rows; 78 threshold rulings, 51 merits).

Filing coverage this issue is drawn from Gmail alert data, not from a regenerated docket-alert feed. The six-petition table above comes from re:SearchTX search-alert emails delivered to this publication's monitoring account since Issue No. 19, filtered to Business Court rows only. The hearing calendar below could not be refreshed this cycle for the same reason; see the note under Dockets and calendar.

Dockets and calendar

Source note — not re-verified this cycle

This publication's docket-alert feed (docket_alerts.json) was not regenerated for this issue; the settings below are carried forward from the table published in Issue No. 19 (itself sourced from the September 19 export) for the Monday, September 28 through Friday, October 9 window, and are marked † throughout to show that none has been re-verified since September 19. Settings move; every entry should be confirmed against the live docket before anyone travels.

Business Court trial and dispositive-motion settings, September 28 – October 9, 2026, carried forward from the docket-alert feed regenerated September 19, 2026 and not re-verified since. † marks every row on that basis.
Date	Matter	Court · judge	Setting
Mon, Sep 28 9:00 a.m.	Clean Hydrogen Works, LLC, et al. v. Denbury Carbon Solutions, LLC, Exxon Mobil Corporation, et al. 25-BC11A-0017 · 2026 Tex. Bus. 58 †	11th Div. (11a) · Adrogué	Trial on the merits (recorded daily through Fri, Oct 2)
Mon, Sep 28 9:00 a.m.	UC Green, LLC, et al. v. James Fallon, et al. 25-BC04A-0005 †	4th Div. (4a) · Barnard	Jury trial
Mon, Sep 28 9:00 a.m.	Kulik Consulting LLC v. Real Broker Commercial, LLC, et al. 25-BC11B-0034 †	11th Div. (11b) · Dorfman	Jury trial
Mon, Sep 28 10:00 a.m.	Beard v. Beard (no relation to Beard v. Perot, above) 25-BC01B-0036 †	1st Div. (1b) · Whitehill	Jury trial
Mon, Sep 28 11:00 a.m.	Jean Christine Thompson, et al. v. Michael Mann, et al. 25-BC01B-0038 †	1st Div. (1b) · Whitehill	Motion for summary judgment
Tue, Sep 29 9:00 a.m.	Energy Founders Fund, LP v. Phillip Daskevich, et al. 26-BC11A-0004 †	11th Div. (11a) · Stagner	Bench trial (recorded daily through Fri, Oct 2)
Wed, Sep 30 9:00 a.m.	Khwab Dekhne Wala, LLC v. Jeremy Orr, et al. 26-BC01A-0029 †	1st Div. (1a) · Bouressa	Temporary-injunction hearing
Wed, Sep 30 9:00 a.m.	Tim White, et al. v. Luis Labastida, et al. 26-BC11B-0041 †	11th Div. (11b) · Dorfman	Temporary-injunction hearing
Wed, Sep 30 9:30 a.m.	Clean Hydrogen Works, LLC, et al. 25-BC11A-0017 †	11th Div. (11a) · Adrogué	Special appearance
Thu, Oct 1 10:00 a.m.	Clearway Energy Group LLC v. Shannon Bachart, et al. 26-BC08A-0029 †	8th Div. (8a) · Bullard	Temporary-injunction hearing
Fri, Oct 2 10:00 a.m.	Raheel Bengali and Practical Holdings, LLC v. Alex Sinno and Sridhar Vasireddy 26-BC04B-0004 †	4th Div. (4b) · Sharp	Summary-judgment oral hearing

No settings for October 5 through October 9 were captured in the September 19 export that this table carries forward; none is printed for that week rather than guessed at. The Clean Hydrogen Works sequencing anomaly first flagged in Issue No. 15 (a special appearance on September 30 inside a trial on the merits running September 28 through October 2) remains on the record as carried, unresolved and unreordered.

Carried forward

The docket-alert feed needs a fresh re:SearchTX export before the next issue; this issue's filing-week table and calendar both ran on partial substitutes (Gmail alert data for filings; the September 19 export, unrefreshed, for the calendar).
The Hinds/Sandman division question, now twice presented. Both opinions in cause 26-BC11A-0053 carry an Eleventh Division cause number and a signature block naming Sharp, J. of the Fourth Division; 66 now recites "sitting by assignment," a recital 63 lacked. No assignment order has been seen by this publication; the basis for the assignment is still not stated in either opinion.
Whether Hinds proceeds on the surviving claims from 63 and now on Sandman's counterclaims sustained in 66; both remain open on this record.
Attorneys' fees reserved in 65; the defendants' counterclaims on the two Beard agreements remain pending.
The pending adviser suits over the Snap One and Couchbase transactions, treated in Issue No. 16; no signed opinion read in either.
The three sizable-counterparty petitions filed this week — ConocoPhillips/ExxonMobil v. Hilcorp, Devon Energy v. Merit Energy, ONYX SWNG v. TCM CRE REIT — on the watch list for a first substantive order.