Blackstone Holdings III LP, Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy Management Associates II LLC, Blackstone Energy Partners II LP, Blackstone Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP VII/BEP II Holdings Manager LLC, and BX Primexx Topco LLC v. Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP

Opinion

ACCEPTED 15-25-00014-CV FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS 4/9/2025 3:27 PM No. 15-25-00014-CV CHRISTOPHER A. PRINE CLERK FILED IN 15th COURT OF APPEALS In the Court of Appeals AUSTIN, TEXAS for the Fifteenth District of Texas 4/9/2025 3:27:57 PM CHRISTOPHER A. PRINE Clerk

Blackstone Holdings III LP, et al., Appellants, v. Primexx Energy Opportunity Fund, LP., et al., Appellees.

Appeal from the First Business Court Division Dallas County, Texas Honorable Bill Whitehill, Judge Presiding

Appellants’ Opening Brief

Christopher J. Schwegmann Yaman Desai Texas Bar No. 24051315 Texas Bar No. 24101695 cschwegmann@lynnllp.com ydesai@lynnllp.com David S. Coale Kyle A. Gardner Texas Bar No. 00787255 Texas State Bar No. 24116412 dcoale@lynnllp.com kgardner@lynnllp.com Christopher W. Patton Jessica D. Cox Texas Bar No. 24083634 Texas Bar No. 24114769 cpatton@lynnllp.com jcox@lynnllp.com Lynn Pinker Hurst & Schwegmann LLP 2100 Ross Avenue, Suite 2700 Dallas, Texas 75201 ORAL ARGUMENT Telephone: (214) 981-3800 REQUESTED Facsimile: (214) 981-3839 Identity of Parties and Counsel 1. Appellants: Blackstone Holdings III LP Blackstone EMA II LLC BMA VII LLC Blackstone Energy Management Associates II LLC Blackstone Energy Partners II LP Blackstone Management Associates VII LLC Blackstone Capital Partners VII LP BCP VII/BEP II Holdings Manager LLC BX Primexx Topco LLC 2. Counsel for David S. Coale Appellant: Christopher W. Patton Christopher J. Schwegmann Yaman Desai Kyle A. Gardner Jessica D. Cox Lynn Pinker Hurst & Schwegmann LLP 2100 Ross Ave., Suite 2700 Dallas, Texas 75201 3. Appellees: Primexx Energy Opportunity Fund, LP Primexx Energy Opportunity Fund II, LP 4. Counsel for Stephen Shackelford, Jr. Appellees: 1000 Louisiana Street, Suite 5100 Houston, Texas 77002 Marc M. Seltzer Bryan Caforio 1900 Avenue of the Stars, Suite 1400 Los Angeles, CA 90067 Lindsey Godfrey Eccles 401 Union Street, Suite 3000 Seattle, WA 98101 Sarah Hannigan One Manhattan West New York, NY 10001 Susman Godfrey L.L.P

2 Table of Contents

Identity of Parties and Counsel ............................................................. 2 Table of Contents ................................................................................... 3

Index of Authorities ............................................................................... 5 Statement of the Case ............................................................................ 9 Statement Regarding Oral Argument.................................................. 10 Issues Presented ...................................................................................11 Statement of Facts ............................................................................... 12 Summary of the Argument .................................................................. 14 Argument ............................................................................................. 16 I. The business court’s opinion incorrectly applied Rule 120a. .................................................................................. 16 A. The plain terms of the phrase “entire proceeding” in Rule 120a mean all claims in a single lawsuit, not any and all lawsuits. ................................................ 16 B. Appellants did not consent to personal jurisdiction in the Fourth Lawsuit by moving to transfer the First Lawsuit. .......................................................... 20 C. The business court ignored the effect of dismissal of the First Lawsuit...................................................... 24 D. The business court’s holding should be reversed for public policy. ........................................................... 25 II. The record presents no alternative basis for affirmance. 27 A. Appellees did not plead any basis for specific jurisdiction. ............................................................. 27

3 B. Appellees did not prove any basis for specific jurisdiction. ............................................................ 30 C. Appellees did not prove judicial estoppel. .............. 33 Conclusion ........................................................................................... 36 Certificate of Service ............................................................................38 Certificate of Compliance ....................................................................38

4 Index of Authorities Cases BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789 (Tex. 2002) ........................................................................... 16, 29 Cappuccitti v. Gulf Indus. Prods., Inc., 222 S.W.3d 468 (Tex. App.—Houston [1st Dist.] 2007, no pet.) ......................... 18 CNOOC Se. Asia Ltd. v. Paladin Res. (SUNDA) Ltd., 222 S.W.3d 889 (Tex. App.—Dallas 2007, pet. denied) ...................36 Columbia Med. Ctr. of Las Colinas, Inc. v. Hogue, 271 S.W.3d 238 (Tex. 2008) ............................................................. 18 Crofts v. Ct. of Civ. App. for Eighth Sup. Jud. Dist., 362 S.W.2d 101 (Tex. 1962) ...............................................................24 CTL/Thompson Tex., LLC v. Starwood Homeowner’s Ass’n, Inc., 461 S.W.3d 627 (Tex. App.—Fort Worth 2015, pet. denied) .................................................................................24 Davey v. Shaw, 225 S.W.3d 843 (Tex. App.—Dallas 2007, no pet.)........................................................................................ 31 Devon Energy Corp. v. Moreno, No. 01-21-00084-CV, 2022 WL 547641 (Tex. App.—Houston [1st Dist.] Feb. 24, 2022, no pet.) ............................................................................ 28 Exito Elecs., Co., Ltd. v. Trejo, 166 S.W.3d 839 (Tex. App.— Corpus Christi–Edinburg 2005, no pet.) ...................................23 Ford Motor Co. v. Cejas, No. 09-16-00280-CV, 2018 WL 1003791 (Tex. App.—Beaumont Feb. 22, 2018, no pet.) ..... 21, 25 Galley v. Apollo Associated Servs., Ltd., 177 S.W.3d 523 (Tex. App.—Houston [1st Dist.] 2005, no pet.) .........................34 Gespa Nicaragua, S.A. v. Recom AG, 705 S.W.3d 362 (Tex. App.—El Paso 2024, pet. denied) ........................................22, 23 Hegar v. Health Care Serv. Corp., 652 S.W.3d 39 (Tex. 2022) .......................................................................................... 17

5 Int’l Transactions, Ltd. v. Embotelladora Agral Regionmontana SA de CV, 277 F. 2d 654 (N.D. Tex. 2002) ..........................................................................................23 James v. Ill. Cent. R.R. Co., 965 S.W.2d 594 (Tex. App.— Houston [1st Dist.] 1998, no pet.) ........................................ 21, 23

Jaster v. Comet II Const., Inc., 438 S.W.3d 556 (Tex. 2014) ........17, 18 Karaa v. Aramoonie, No. 05-17-00571-CV, 2018 WL 1373958 (Tex. App.—Dallas Mar. 19, 2018, no pet.) .................32 Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653 (Tex. 2010) .......................................................................... 29, 30 Mass. Bay Co. v. Adkins, 615 S.W. 3d 580 (Tex. App.— Houston [1st Dist.] 2020, no pet.) ................................. 18, 19, 20 McElroy Mach. v. Flores, No. 13-08-00528-CV, 2010 WL 466901 (Tex. App.—Corpus Christi Feb. 11, 2010, no pet.) ............................................................................................. 31 MDI, Inc. v. Lowder, Case No. SA-08-VA-900-FB, 2009 WL 10669793 (W.D. Tex. Aug. 13, 2009) ........................................ 20 Megadrill Servs. Ltd. v. Brighouse, 556 S.W.3d 490 (Tex. App.—Houston [14th Dist.] 2018, no pet.) ......................... 20, 23 Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569 (Tex. 2007) ................................................................................. 31

Motor Coach Indus., Inc. v. Del Refugio as Next Friend of Nanez, No. 14-20-00825-CV, 2022 WL 3725144 (Tex. App.—Houston [14th Dist.] Aug. 30, 2022, pet. denied) ........................................................................................ 18 MPI Indus. Carolinas, LLC v. CTE Networks, LLC, No. 05- 24-00560-CV, 2025 WL 777337 (Tex. App.—Dallas Mar. 11, 2025, no pet. h.) ........................................................... 27 Old Republic Nat. Title Ins. Co. v. Bell, 549 S.W.3d 550 (Tex. 2018) .................................................................................32

6 Pena v. Waypoint Marine, Inc., No. 2:22-CV-00228, 2023 WL 2226817 (S.D. Tex. Jan. 25, 2023), report and recommendation adopted, No. 2:22-CV-00228, 2023 WL 2226807 (S.D. Tex. Feb. 24, 2023) ..................................... 19 PermiaCare v. L.R.H., 600 S.W.3d 431 (Tex. App.—El Paso 2020, no pet.) .............................................................................29 Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428 (Tex. 2017) ...........................................................................................34 Pulmosan Safety Equip. Corp. v. Lamb, 273 S.W.3d 829 (Tex. App.—Houston [14th Dist.] 2008, pet. denied) ............... 31 Rainbow Mgmt. of Hillsborough, Inc. v. Trevino, No. 13– 10-00127-CV, 2011 WL 1642276 (Tex. App.—Corpus Christi Apr. 28, 2011, no pet.) ................................................... 30 Rieder v. Woods, 603 S.W.3d 86 (Tex. 2020) ....................................34 RKI Expl. & Prod., LLC v. Ameriflow Energy Servs., LLC, No. 02-20-00384-CV, 2022 WL 2252895 (Tex. App.— Fort Worth June 23, 2022, no pet.) ........................................... 17 State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399 (Tex. 2023) .................................................................................26 Stauffer v. Nicholson, 438 S.W.3d 205 (Tex. App.—Dallas 2014, no pet.) ..............................................................................23

Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120 (Tex. App.—Dallas 2021, no pet.) ................................. 23, 28, 29 TIC N. Cent. Dallas 3, L.L.C. v. Envirobusiness, Inc., 463 S.W.3d 71 (Tex. App.—Dallas 2014, pet. denied) ......................24 Touradji v. Beach Cap. P’ship, L.P., 316 S.W.3d 15 (Tex. App.—Houston [1st Dist.] 2010, no pet.) ................................... 18 Waterman S.S. Corp. v. Ruiz, 355 S.W.3d 387 (Tex. App.— Houston [1st Dist.] 2011, pet. denied) .......................................22

7 Willow Tree Consulting Grp., LLC v. S.D. Trust Co., LLC, No. 05-22-00176-CV, 2023 WL 3749803 (Tex. App.— Dallas June 1, 2023, no pet.) ......................................................32 Zamarron v. Shinko Wire Co., Ltd., 125 S.W.3d 132 (Tex. App.—Houston [14th Dist.] 2003, pet. denied) ...............23

Rules Tex. R. App. P. 9.4(3) .......................................................................... 38 Tex. R. App. P. 9.4(i) ........................................................................... 38 Tex. R. App. P. 9.4(i)(l) ....................................................................... 38 Tex. R. Civ. P. 120a ...................................................................... passim Other Authorities Merriam-Webster Dictionary (2025)................................................. 17

8 Statement of the Case

Nature of the Case: This case involves fiduciary- duty claims about the sale of a limited partnership’s assets.

The issue on appeal is whether a Texas court has personal jurisdiction over Appellants.

Trial Court: First Business Court Division Dallas County Hon. Bill Whitehill, Presiding

Course of Proceedings and Appellees filed this case in Trial Court Disposition: business court in October 2024. 1 Appellants filed special appearances. 2

After briefing 3 and a hearing 4, the business court denied Appellants’ special appearances. 5 Its opinion appears in Appendix “B”‘ to this brief.

1 1CR4–43. 2 1CR234–53. 3 1CR700–15, 719–53. 4 1RR1–175. 5 1CR754–7, 1045–81.

9 Statement Regarding Oral Argument

Appellants respectfully submit that oral argument would help

the Court resolve this appeal, which presents an issue of first

impression about the business court’s exercise of personal

jurisdiction over an “entire proceeding” under Texas Rule of Civil

Procedure 120a.

10 Issues Presented

The overarching question in this appeal is whether a Texas

court can exercise personal jurisdiction over Appellants. That

question presents these specific issues:

1. Appellees have sued Appellants four times. In the first of

those cases, Appellants won a dismissal because Appellees violated a

forum-selection clause. Did that successful motion waive any later challenge to personal jurisdiction in Appellees’ subsequent lawsuits?

2. If Appellants did not give a blanket consent to Texas

jurisdiction, did Appellees meet their burden to plead and prove

minimum contacts with Texas that involve the “operative facts” of

this case?

11 Statement of Facts

In this case, two minority shareholders are suing about the

exercise of an agreed-upon contractual right to sell the assets once

owned by Primexx Resources Development, LLC. This is Appellees’

fourth lawsuit against Appellants about those sale proceeds.

Appellees first sued Appellants on December 12, 2022, in the

298th District Court in Dallas County, No. DC-22-17122 (“First Lawsuit”). 6 Appellants answered with a motion to dismiss, based on

a forum selection clause in the Limited Partnership Agreement that

required Appellees to sue in federal court in Dallas. 7 The court

granted Appellants’ motion and dismissed the First Lawsuit on

March 29, 2023. 8

Appellees sued Appellants a second time on May 4, 2023, in the United States District Court for the Northern District of Texas,

No. 3:23-CV-00985-K (“Second Lawsuit”). 9 Before Appellants

answered or otherwise appeared, the federal court dismissed the

Second Lawsuit sua sponte for lack of subject matter jurisdiction. 10

Shortly after that dismissal, Appellees sued a third time in the

68th District Court in Dallas County, No. DC-23-10916 (“Third

6 1CR7 ¶ 5. 7 1CR176–85. 8 1CR187–8. 9 1CR8 ¶ 7. 10 1CR190–9.

12 Lawsuit”). 11 Appellants specially appeared to contest personal jurisdiction. 12 Other defendants filed an unopposed motion to

transfer to the 298th District Court in Dallas County. 13

The case was transferred and later removed to the First Business Court Division (Cause No. 24-BC01B-0004) by Appellees

on September 30, 2024. 14 Before the business court ruled on

Appellants’ special appearance, Appellees non-suited their claims and dismissed the Third Lawsuit without prejudice. 15

Appellees filed this fourth case on October 25, 2024, in the

First Business Court Division (Cause No. 24-BC01A-0010) (“Fourth

Lawsuit”). 16 As in the Third Lawsuit, Appellants specially appeared to

contest personal jurisdiction. 17 After briefing 18 and a hearing 19, the

business court denied Appellants’ special appearance, holding that they waived their objection to jurisdiction by moving to dismiss the

First Lawsuit. 20 The business court’s opinion did not address any

other issues about personal jurisdiction. This appeal followed.

11 1CR9 ¶ 10. 12 1CR9 ¶ 10. 13 1CR321–6. 14 1CR201–8. 15 1CR767 ¶ 12. 16 1CR4–43. 17 1CR234–53. 18 1CR700–15, 719–53. 19 1RR1–175. 20 1CR754–7.

13 Summary of the Argument

The business court misread Tex. R. Civ. P. 120a, construing the

phrase “entire proceeding” to mean all cases between the parties

about the same subject matter, rather than just the claims pending in

the current proceeding. The business court’s analysis is inconsistent

with the wording of that rule and the precedent applying it.

Appellants did not consent to personal jurisdiction in the

Fourth Lawsuit by moving to dismiss the First Lawsuit based on a forum selection clause. Courts have consistently held that a

defendant’s participation in a lawsuit does not constitute consent to

personal jurisdiction in future, unrelated lawsuits. The business

courts should not become an outlier on that important principle.

The business court also ignored the effect of Appellees’

dismissal of the First Lawsuit without prejudice, which placed the parties in the position they were in before the court’s jurisdiction was

invoked. As a matter of law, at that point, nothing that occurred in

the First Lawsuit could have waived Appellants’ right to object to

personal jurisdiction in the Fourth Lawsuit.

The business court’s opinion also creates uncertainty for future

cases. It did not establish clear guidelines for the degree of

relatedness needed to establish consent or the timeframe within

which a failure to challenge personal jurisdiction in one case could

act as consent in another.

14 Because this record presents no alternative basis for affirmance

of the business court’s denial of Appellants’ special appearances, this

Court should render judgment that the business court does not have

jurisdiction over Appellants.

Appellees’ generalized allegations and conclusory claims did

not meet their pleading burden to specify each defendant’s actions

and contacts with Texas. Moreover, Appellees did not provide evidence of Appellants’ purposeful availment of the Texas forum as

to any activity related to the “operative facts” of this case. And

Appellees’ judicial-estoppel argument is defeated by the plain terms

of the underlying contract at issue in the case.

15 Argument

The business court’s opinion addressed one issue—the residual

effect of Appellants’ actions in the First Lawsuit. 21 This brief starts

by addressing that issue and showing why this Court should, at a minimum, reverse and render judgment that Appellants’ actions in

that case did not waive their later special appearances in this action.

The brief then shows that, because the record presents no other

reason to affirm the denial of Appellants’ special appearances, this

Court should reverse and render judgment that the special

appearances are granted in their entirety. All issues presented are questions of law that this Court reviews de novo. 22

I. The business court’s opinion incorrectly applied Rule 120a.

A. The plain terms of the phrase “entire proceeding” in Rule 120a mean all claims in a single lawsuit, not any and all lawsuits.

Rule 120a allows a special appearance “as to an entire proceeding or as to any severable claim involved therein.” The

business court incorrectly read the phrase “entire proceeding” to

mean all cases, pending or closed, between the parties about the

same subject matter. Specifically, it held that Appellants’ answer in

21 See 1RR118 (“[T]he question is: Does the fact that [Appellants] filed an actual

answer, in a prior iteration of the exact same case, a violation of 120a?”). 22 See, e.g., BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794

(Tex. 2002).

16 the First Lawsuit “waive[ed] any objection to personal jurisdiction”

in this action, because “[t]his action is essentially ‘a continuation of

the proceeding’ of the First [Lawsuit]”—“[they are] essentially the

same action.” 23

In interpreting a rule or statute, a court’s “objective is to

ascertain and give effect to the [drafter’s] intent,” which is done by

enforcing the plain meaning of the text, “informed by its context.” 24

The business court’s interpretation of Rule 120a is erroneous because

it is not consistent with the plain terms of that rule.

The key sentence of Rule 120a has two clauses separated by the disjunctive “or”: “A special appearance may be made as to an entire

proceeding or as to any severable claim involved therein.” 25 While

the clauses are distinct, the second clause has a limiting phrase – “involved therein” – that indicates it “arises out of” the first clause. 26

For this reason, courts have interpreted the phrase “any

severable claim” in Rule 120a to mean a specific pending claim that is

severable from the other claims in the case. 27 Therefore, the phrase

23 1CR1074, 78. 24 Hegar v. Health Care Serv. Corp., 652 S.W.3d 39, 43 (Tex. 2022). 25 TEX. R. CIV. P. 120a (emphasis added). 26 See RKI Expl. & Prod., LLC v. Ameriflow Energy Servs., LLC, No. 02-20-

00384-CV, 2022 WL 2252895, at *13 (Tex. App.—Fort Worth June 23, 2022, no pet.) (similarly analyzing the term “herewith”). 27 See Jaster v. Comet II Const., Inc., 438 S.W.3d 556, 565 (Tex. 2014)

(“[C]laim,” “cause of action,” and “chose in action” [ ] refer to the facts giving rise to a right that is enforceable in that proceeding.”); Merriam-Webster Dictionary (2025) (defining “therein” as “in that thing”).

17 “entire proceeding” must mean something more than the severable

claims pending in the proceeding. Otherwise, the limiting phrase

would lose any independent meaning. That result is impermissible in

a proper construction of a rule or statute under Texas law. 28

The only reasonable interpretation is that “entire proceeding”

means all claims pending in the proceeding, not just those that are

severable. 29 While not directly construing that language, substantial

precedent shows that Rule 120a is customarily interpreted in a way

that is consistent with that reading of the rule. 30

In conflict with the Rule’s plain language, the business court mistakenly relied on Massachusetts Bay Company v. Adkins to hold

that “entire proceeding” means “all cases” between the parties rather

than “all claims” in the case. 31 In Massachusetts Bay, a defendant

28 See Columbia Med. Ctr. of Las Colinas, Inc. v. Hogue, 271 S.W.3d 238, 256

(Tex. 2008) (“The Court must not interpret the statute in a manner that renders any part of the statute meaningless or superfluous.”). 29 See Jaster, 438 S.W.3d at 563–65 (discussing that the legislature often uses

“action” and “proceeding” interchangeably, and that “action” refers to “an entire lawsuit” or “proceeding,” “not to discrete ‘claims’ or ‘causes of action’ asserted within a suit, cause or proceeding.”). 30 See, e.g., Cappuccitti v. Gulf Indus. Prods., Inc., 222 S.W.3d 468, 480 (Tex.

App.—Houston [1st Dist.] 2007, no pet.) (holding that because the defendant did not specially appear as to only specific claims in the case, the special appearance applied to all pending claims alleged in that case); Motor Coach Indus., Inc. v. Del Refugio as Next Friend of Nanez, No. 14-20-00825-CV, 2022 WL 3725144, at *4 (Tex. App.—Houston [14th Dist.] Aug. 30, 2022, pet. denied) (same); Touradji v. Beach Cap. P’ship, L.P., 316 S.W.3d 15, 26 n.5 (Tex. App.— Houston [1st Dist.] 2010, no pet.) (noting that a defendant can specially appear as to all claims pending in the case or as to specific claims if the specific claims are severable). 31 1CR1070–5 (analyzing and applying Mass. Bay Co. v. Adkins, 615 S.W. 3d

580 (Tex. App.—Houston [1st Dist.] 2020, no pet.)).

18 generally appeared in a case before its transfer to an MDL court, and

then tried to file a special appearance after transfer. 32 The First Court

affirmed the denial of the defendant’s special appearance, explaining

that “if a case is transferred from the original trial court to the MDL

court,” it constitutes one “entire proceeding” for purposes of Rule

120a. 33

Massachusetts Bay is distinguishable from this case. Here, the Fourth Lawsuit was not transferred or removed to the business court.

It was directly filed in the business court after Appellees non-suited

the Third Lawsuit, after the federal court dismissed the Second

Lawsuit, and after the 298th District Court dismissed the First

Lawsuit. 34

In other words, unlike in Massachusetts Bay, the Fourth Lawsuit was not a “continuation” of the First Lawsuit. Thus,

Massachusetts Bay, which embodies a well-recognized—and

irrelevant—principle about the due order of pleadings in the same

cause number, 35 does not support the business court’s holding.

The business court’s reading of Rule 120a conflicts with the

plain terms of that rule.

32 Mass. Bay, 615 S.W.3d at 590-94. 33 Id. at 599. 34 1CR1049–52. 35 See, e.g., Pena v. Waypoint Marine, Inc., No. 2:22-CV-00228, 2023 WL

2226817, at *3 (S.D. Tex. Jan. 25, 2023), report and recommendation adopted, No. 2:22-CV-00228, 2023 WL 2226807 (S.D. Tex. Feb. 24, 2023) (“By filing a general appearance in Texas state court, a nonresident defendant submits to the

19 B. Appellants did not consent to personal jurisdiction in the Fourth Lawsuit by moving to transfer the First Lawsuit.

The business court held that Appellants “voluntarily appeared

and chose to litigate claims arising from the [asset sale]” in the

Fourth Lawsuit by “mov[ing] to dismiss the First [Lawsuit], seeking

affirmative relief from the court and invoking its judgment regarding

the [Limited Partnership Agreement’s] forum-selection clause.” 36

That conclusion is not supported by the applicable precedent.

It is well recognized that a defendant’s participation in a

lawsuit does not constitute consent to personal jurisdiction in that forum ad infinitum. 37 The Ninth Court addressed a materially

exercise of personal jurisdiction by the Texas court.”). But if a defendant generally appears in a state court case that is dismissed then refiled in federal court, the defendant does not waive the right to contest personal jurisdiction in the refiled action. See, e.g., MDI, Inc. v. Lowder, Case No. SA-08-VA-900-FB, 2009 WL 10669793, at *9 (W.D. Tex. Aug. 13, 2009) (“Had this case been removed from state court, Francisco would have waived his right to contest personal jurisdiction . . . However, this case was originally filed in this Court . . . MDI cites no cases establishing that, in that situation, the federal defendant who has waived his right to contest personal jurisdiction in state court on state law claims also waives his right to contest personal jurisdiction in federal court on federal claims derived from the same operative facts.”). Because cases transferred to an MDL court can be remanded back to their original district court, the issue in Massachusetts Bay is more akin to a federal case that was removed but can be remanded back to state court. See Massachusetts Bay, 615 S.W. 3d at 599 (“When a case is remanded to the trial court from the MDL court, the clerk of the MDL court is directed to send the case file back to the original trial court . . .). 36 1CR1067. 37 See Megadrill Servs. Ltd. v. Brighouse, 556 S.W.3d 490, 499 (Tex. App.—

Houston [14th Dist.] 2018, no pet.) (holding that even though the defendant obtained a judgment by successfully defending against the plaintiff’s claims, the plaintiff’s initiation of the lawsuit and prosecution of the claims “neither implie[d] consent to be sued for all purposes in Texas, nor d[id] they in and of

20 identical situation in Ford Motor Co. v. Cejas. 38 In that case, Ford Motor and Bridgestone Tire were sued in Jefferson County about a

car accident in Mexico. After the case was transferred to Montgomery

County and consolidated into an MDL proceeding, Ford and Bridgestone – similar to Appellants – moved for dismissal based on

forum non conviens in favor of a Mexican forum. 39

The MDL court dismissed without prejudice to refiling in Jefferson County if Mexico declined to exercise jurisdiction. Seven

years later, the plaintiff re-filed the same lawsuit in Jefferson County.

Ford and Bridgestone both filed special appearances. The plaintiff

objected, arguing – just like Appellees – that Ford and Bridgestone

waived personal jurisdiction in the second lawsuit by not contesting

it in the first lawsuit. 40

In affirming the trial court’s rejection of the plaintiff’s waiver

argument, the Ninth Court held that the second lawsuit was a “new

proceeding” for purposes of Rule 120a. 41 Thus, Ford’s and

themselves constitute sufficient continuous and systematic contacts sufficient to render [defendant] essentially at home in this State.”); James v. Ill. Cent. R.R. Co., 965 S.W.2d 594, 599–600 (Tex. App.—Houston [1st Dist.] 1998, no pet.) (“Regardless of its involvement in other litigation, a court’s exercise of personal jurisdiction over an unlicensed nonresident corporation depends upon minimum contacts analysis and considerations of fair play and substantial justice.”). 38 Ford Motor Co. v. Cejas, No. 09-16-00280-CV, 2018 WL 1003791 (Tex.

App.—Beaumont Feb. 22, 2018, no pet.). 39 Id. at *1. 40 Id. at *1–2. 41 Id. at *5.

21 Bridgestone’s challenge to a Texas venue in the first lawsuit did not

waive their objections to personal jurisdiction in the second

lawsuit. 42

Similarly, in Waterman Steamship Corp. v. Ruiz, the plaintiff nonsuited his claims after the defendants challenged venue. 43 The

plaintiff then intervened in a second proceeding (involving

substantively identical claims) and argued that the defendants’

failure to contest personal jurisdiction in the first lawsuit was a

waiver of the defendants’ special appearance in the second lawsuit. 44

The First Court reversed the trial court’s denial of the defendants’ special appearance, concluding that the defendants did

not waive their objection to personal jurisdiction in the second

lawsuit, even though they did not contest personal jurisdiction to a previous lawsuit arising out of the same subject matter. 45

42 See id. (“[W]e agree with Ford and Bridgestone that Plaintiffs’ 2014 Suit is a

new proceeding initiated by the filing of a new petition[,]” and the “Order on Forum Non Conveniens [did] not limit Ford and Bridgestone’s right to assert defenses in any refiled action[.]”). 43 Waterman S.S. Corp. v. Ruiz, 355 S.W.3d 387, 397-399 (Tex. App.—Houston

[1st Dist.] 2011, pet. denied). 44 Id. 45 Id. at 399 (holding that “even if Waterman and Maersk waiver their

objections to personal jurisdiction in [the first] case . . . any waiver in the [second] case was extinguished by the nonsuit and cannot operate as a basis for denying Waterman’s and Maersk’s special appearances in [the second] case.”); see also Gespa Nicaragua, S.A. v. Recom AG, 705 S.W.3d 362, 375, 370–380 (Tex. App.—El Paso 2024, pet. denied) (holding that obtaining a dismissal of a lawsuit based on a forum selection clause did not waive the defendant’s right to contest personal jurisdiction in a later, related case).

22 Here, the business court focused on whether “[v]oluntarily

filing a lawsuit in a jurisdiction is [ ] purposeful availment.” 46 But

just like the plaintiffs in Cejas and Waterman Steamship, Appellants

did not file any lawsuit in Texas. Rather, they raised a procedural

objection in defense of a lawsuit filed against them in Texas. 47

No case cited by the business court involved a waiver based on

a defendant’s procedural objection while defending a prior lawsuit. 48

And courts that have analyzed the issue presented here have found in

Appellants’ favor. 49

46 1CR1069 (emphasis added). 47 1CR176–85. 48 See 1CR1069–71 (citing Gen. Contracting & Trading Co. v. Interpole, 940

F.2d 20, 23 (1st. Cir. 1991) (defendant waived personal jurisdiction by “institut[ing] Suit No. 2]”); Primera Vista S.P.R. de R.L. v. Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin, 974 S.W.2d 918, 921 (Tex. App.—El Paso 1998, no pet.) (defendant did not waive personal jurisdiction by filing an unrelated lawsuit in another Texas county); Zamarron v. Shinko Wire Co., Ltd., 125 S.W.3d 132, 143 (Tex. App.—Houston [14th Dist.] 2003, pet. denied) (same); Int’l Transactions, Ltd. v. Embotelladora Agral Regionmontana SA de CV, 277 F. 2d 654, 668 (N.D. Tex. 2002) (defendant waived personal jurisdiction by “fil[ing] a complaint with a usury claim” against the plaintiff)). 49 See, e.g., Gespa, 705 S.W.3d at 379–80; James, 965 S.W.2d at 599–600

(holding defendant did not waive personal jurisdiction against the plaintiff’s claims by defending against other lawsuits in Texas); Megadrill Servs., 556 S.W.3d at 499 (same, and collecting cases); Exito Elecs., Co., Ltd. v. Trejo, 166 S.W.3d 839, 859 (Tex. App.—Corpus Christi–Edinburg 2005, no pet.) (holding defendant’s failure to contest jurisdiction in previous lawsuit filed by a different plaintiff but relating to the same subject matter did not preclude defendant from challenging jurisdiction); Invasix, Inc. v. James, No. 05-19-00494-CV, 2020 WL 897243, at *6 (Tex. App.—Dallas Feb. 25, 2020, no pet.), overruled on other grounds by Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120 (Tex. App.—Dallas 2021, no pet.) (finding evidence that defendant “voluntarily appeared in previous suits” irrelevant to whether the court had jurisdiction); Stauffer v. Nicholson, 438 S.W.3d 205, 211 (Tex. App.—Dallas 2014, no pet.) (holding that plaintiff previously obtaining order from probate court that

23 Appellants’ motion to transfer the First Lawsuit did not waive

their challenge to personal jurisdiction in the Fourth Lawsuit.

C. The business court ignored the effect of dismissal of the First Lawsuit.

The First Lawsuit ended when the 298th District Court

dismissed it without prejudice for improper venue. 50 Because a

dismissal without prejudice terminates the effect of any prior filings, nothing that occurred in the First Lawsuit can waive Appellants’

challenge to personal jurisdiction in the Fourth Lawsuit.

A dismissal without prejudice “places the parties in the position

that they were in before the court’s jurisdiction was invoked.” 51 “It is

elementary” that a dismissal without prejudice “is in no way an

adjudication of the rights of the parties[.]” 52 Instead, it is treated as

though “the suit had never been brought.” 53

When Appellees filed the Fourth Lawsuit, they began a

completely new case against Appellants. At that moment, the parties

specified continuing jurisdiction for its enforcement did not equate to the defendant consenting to jurisdiction in Texas for related claims by the same plaintiff). 50 1CR187–8. 51 TIC N. Cent. Dallas 3, L.L.C. v. Envirobusiness, Inc., 463 S.W.3d 71, 77 (Tex.

App.—Dallas 2014, pet. denied) (citing Crofts v. Ct. of Civ. App. for Eighth Sup. Jud. Dist., 362 S.W.2d 101, 104 (Tex. 1962)). 52 Crofts, 362 S.W.2d at 104 (citations omitted). 53 Envirobusiness, 463 S.W.3d at 77; see also CTL/Thompson Tex., LLC v.

Starwood Homeowner’s Ass’n, Inc., 461 S.W.3d 627, 630 (Tex. App.—Fort Worth 2015, pet. denied) (“A dismissal with prejudice is an adjudication of the parties’ rights; a dismissal without prejudice is not.”).

24 occupied the same legal position that they did before Appellees filed

the First Lawsuit. Therefore, as a matter of law, nothing that

Appellants did in the First Lawsuit could have waived Appellants’

right to object to personal jurisdiction in the Fourth Lawsuit. 54

Because Appellants’ motion to dismiss for improper venue was

filed in the First Lawsuit, which was dismissed without prejudice,

Appellants did not waive their right to contest jurisdiction in the Fourth Lawsuit, and the business court’s order to the contrary was in

error.

D. The business court’s holding should be reversed for public policy.

For two reasons, the business court’s opinion creates an

unworkable test for future cases.

First, the business court’s opinion was not clear about the

degree of “relatedness” needed to establish consent. It did not detail

whether the parties and causes of action must be identical between

the earlier and later cases, or if, instead, it is sufficient merely for the

causes of action pleaded by a party to align or have some bearing on

claims in the immediate case. Without a clear standard, the door is

54 See, e.g., Cejas, 2018 WL 1003791 (agreeing with defendants that “any waiver

of personal jurisdiction by [defendants]” in the first lawsuit “was extinguished” after trial court dismissed first lawsuit without prejudice).

25 left open for parties to cry “consent” based on tangentially related

cases, requiring needless time and resources to resolve.

Second, the business court’s holding sets no guidelines for how

close in time the pending case must be to the “consent” case to affect

a waiver of personal jurisdiction. Here, the First Lawsuit was applied

against Appellants over three lawsuits and a year later. 55 Without

clearly established guidelines, the business court’s holding creates a risk that a failure to challenge personal jurisdiction in one case could

act as “consent” to personal jurisdiction in perpetuity.

This is particularly troubling because the supreme court holds

that personal jurisdiction involves a “‘claim-by-claim’ analysis that

focuses on the relationship between the defendant, the forum state,

and the operative facts of the litigation.” 56 Later cases would have to

not only to entertain “consent” jurisdiction arguments borne out of

related cases, but also arguments based on the assertion that similar

claims had been brought in earlier, entirely separate cases.

This uncertain standard should not be the precedent in the

Texas business-court system.

* * * The business court’s conclusion about waiver is erroneous. It

misreads Rule 120a, misapplies precedent about the due order of

55 1CR7 ¶ 5; 1CR1049–52. 56 State v. Volkswagen Aktiengesellschaft, 669 S.W.3d 399, 413 (Tex. 2023).

26 pleading and the effect of a dismissal, and invites confusion in future

litigation. This Court should reverse and render judgment that no

waiver occurred.

II. The record presents no alternative basis for affirmance.

The record shows no alternative grounds for affirmance of the

business court’s denial of Appellants’ special appearances.

Accordingly, this Court should not only reverse the business court on

the issue in its opinion, but also reverse the denial of Appellants’

special appearances and render judgment that they are granted. 57

A. Appellees did not plead any basis for specific jurisdiction.

Appellees did not dispute that the business court lacks general

jurisdiction over Appellants. 58 Appellees argued that Appellants had

sufficient minimum contacts with Texas to create specific personal

jurisdiction, but the record does not support that argument.

57 See, e.g., MPI Indus. Carolinas, LLC v. CTE Networks, LLC, No. 05-24-

00560-CV, 2025 WL 777337 (Tex. App.—Dallas Mar. 11, 2025, no pet. h.) (reversing trial court’s denial of special appearance and rendering judgment dismissing appellees’ claims for want of personal jurisdiction). 58 See 1CR1053 (“None of the [ ] Defendants are alleged to be Texas residents.”).

27 Appellees had a burden to plead sufficient allegations to

support personal jurisdiction, and to prove those allegations. 59

Appellees failed to meet their burden as to either requirement.

As to pleading, in a case that involves multiple defendants, the

defendants’ contacts cannot be lumped together. 60 “Rather, the

plaintiff must specify, and the court must examine, each

defendant’s actions and contacts with the forum.” 61 Appellees did

not do so here.

Instead, Appellees systematically “refer[red] jointly” to all

“Defendants” or to all “the Blackstone entities” simply as “Blackstone.” 62 As a matter of law, Appellees’ deliberative ambiguity

does not establish personal jurisdiction over each Appellant. 63

Even assessed together, Appellees’ generalized allegations do not support specific jurisdiction over Appellants in Texas. In fact,

Appellees make no assertion that any Appellant performed any act

59 Steward Health Care Sys. LLC v. Saldana, 633 S.W.3d 120, 126 (Tex. App.—

Dallas 2021, no pet.) (en banc). 60 Devon Energy Corp. v. Moreno, No. 01-21-00084-CV, 2022 WL 547641, at

*13 (Tex. App.—Houston [1st Dist.] Feb. 24, 2022, no pet.). 61 Id. (emphasis added). 62 See, e.g., 1CR17 ¶ 37; 1CR1052 (acknowledging that Appellees allege

jurisdictional fact allegations “generally as to all ‘Defendants’”). 63 Devon, 2022 WL 547641, at *13 (deeming the plaintiff’s attempt to refer to

related defendants broadly as “Devon Entities” to be inadequate to support specific jurisdiction).

28 in Texas. Courts have consistently found this sort of “all-inclusive”

allegation to be insufficient to satisfy a plaintiff’s burden. 64

The most Appellees offered were conclusory allegations that

“Defendants continuously and systematically did business in the

State of Texas, have purposefully availed themselves of the privileges

of conducting activities inside the State of Texas, and invoked the

benefits and protections of the laws of the State of Texas.” 65 But

again, such general allegations do not satisfy Appellees’ burden to

plead sufficient jurisdictional facts. 66

Because Appellees did not meet their initial pleading burden, Appellants only had to show that they are not residents of Texas to

win their special appearances. 67 Because there is no dispute about

their residence, the special appearances were established as a matter of law.

64 See, e.g., Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653, 659–60

(Tex. 2010). (plaintiff “failed to plead facts within the reach of the long-arm statute because it did not allege that the [defendants] committed any tortious acts in Texas”); BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d at 797 (determining specific jurisdiction lacking where plaintiff failed to show that defendant “made [any] representations to [plaintiffs] in Texas”). 65 1CR16 ¶ 31. 66 See PermiaCare v. L.R.H., 600 S.W.3d 431, 444 (Tex. App.—El Paso 2020, no

pet.) (“[C]onclusory allegations in a pleading are insufficient to meet a plaintiff’s burden of establishing jurisdiction; instead, a plaintiff must allege specific facts that, if true, would affirmatively demonstrate the court’s jurisdiction to hear the case.”). 67 See Steward Health, 633 S.W.3d at 125-26.

29 B. Appellees did not prove any basis for specific jurisdiction.

Even after jurisdictional discovery, Appellees failed to meet

their burden to prove Appellants’ purposeful availment. 68

Specifically, Appellees made four allegations – all of which are

insufficient to establish personal jurisdiction.

1. Appellees made the conclusory claim that Appellants had “direct involvement” in the asset sale and “participated in the

transaction by directing the sale of Texas oil assets.” 69 But Appellees

never explained how these defendants were allegedly involved in the transaction, much less how they were involved in the State of

Texas. 70

2. Appellees alleged that some Appellants committed to raise capital for an initial investment that occurred in 2016. 71 However,

this investment has nothing to do with Appellees’ claims, which

relate solely to the sale of Primexx assets more than five years later.

Because those alleged contacts do not form part of the “operative

68 See Kelly, 301 S.W.3d at 659 (plaintiff must “present the trial court with

evidence establishing personal jurisdiction”); Rainbow Mgmt. of Hillsborough, Inc. v. Trevino, No. 13–10–00127–CV, 2011 WL 1642276, at *4 (Tex. App.— Corpus Christi Apr. 28, 2011, no pet.) (“plaintiff ultimately has the burden of establishing jurisdiction” but failed to meet that burden when he “presented no evidence”). 69 1CR722–3. 70 See 1CR706. 71 1CR725–6.

30 facts” of this case, they are irrelevant as a matter of law to the issue of

personal jurisdiction. 72

3. Appellees alleged that Appellants were in the “same

corporate chain” as other defendants that were purportedly more

involved in the asset sale. 73 Here again, this allegation has nothing to

do with the operative facts of the asset sale. Moreover, Appellees

provided no legal or factual basis for the business court to impute the

contacts of other defendants onto Appellants, an act that other courts

have rendered improper. 74

4. Finally, Appellees contended that seven Appellants were subsequently distributed shares from the asset sale. 75 Again,

Appellees do not say how this alleged contact involves an operative

72 See Pulmosan Safety Equip. Corp. v. Lamb, 273 S.W.3d 829, 839 (Tex.

App.—Houston [14th Dist.] 2008, pet. denied) (recognizing that to identify the operative facts, courts look to “those facts that would be the focus of the trial”); Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569, 581 (Tex. 2007) (rejecting similar “expansive” jurisdictional theory as having “no limiting principle” and “too broad and judicially unmoored”). 73 See 1CR1055–6 (Appellees “allege the remaining [ ] Defendants . . . [are] in

the corporate chain” with defendants who “signed the [Limited Partnership Agreement].”). 74 See Davey v. Shaw, 225 S.W.3d 843, 854 (Tex. App.—Dallas 2007, no pet.)

(Texas courts respect corporate formalities, refraining from imputing the alleged jurisdictional contacts of one entity on another); McElroy Mach. v. Flores, No. 13-08-00528-CV, 2010 WL 466901, at *1 (Tex. App.—Corpus Christi Feb. 11, 2010, no pet.) (“When determining whether the forum has personal jurisdiction over the nonresident defendant, we must only consider the nonresident defendant’s contacts with the forum state and not acts of a third person or another party.”). 75 See 1CR725–8; see also 1CR1055–6 (Appellees “allege the remaining []

Defendants each [ ] received millions of [ ] shares in consideration for the [asset] sale.”).

31 fact of this case, nor could they. The gravamen of this lawsuit is the

consummation of the asset sale and the overall value received, not

which defendant entity received the value. None of Appellees’ claims

relate to which entities received distribution of these proceeds. Thus,

Appellants’ receipt of proceeds is no evidence that they had relevant

Texas contacts.

And even if these alleged contacts did relate to the operative facts of this case, they would still not allow the exercise of personal

jurisdiction over Appellants. Texas courts have repeatedly held that

merely receiving funds from a Texas entity does not confer

jurisdiction. 76

Because none of the contacts alleged by Appellees involve the

operative facts of this case, they failed to meet their burden to prove

that a Texas court has specific personal jurisdiction over Appellants.

76 See, e.g., Old Republic Nat. Title Ins. Co. v. Bell, 549 S.W.3d 550, 564 (Tex.

2018) (holding that the transfer of “a fungible asset,” (i.e., the sales proceeds) had “no continuing presence in Texas” and was “of negligible significance for purposes of determining whether [a foreign defendant] had sufficient contacts in Texas.”) (internal quotations omitted); see also Willow Tree Consulting Grp., LLC v. S.D. Trust Co., LLC, No. 05-22-00176-CV, 2023 WL 3749803 (Tex. App.—Dallas June 1, 2023, no pet.) (holding that “South Dakota Trust Company’s receipt of funds from the [Texas defendants was] insufficient to constitute purposeful availment in Texas.”); Karaa v. Aramoonie, No. 05-17- 00571-CV, 2018 WL 1373958 (Tex. App.—Dallas Mar. 19, 2018, no pet.) (finding no jurisdiction in Texas where funds allegedly obtained through undue influence were sent from Texas and by a Texas resident to an out of state defendant).

32 C. Appellees did not prove judicial estoppel.

As mentioned supra, the First Lawsuit was dismissed for

improper venue. 77 In the business court, Appellees argued that

Appellants’ moving for dismissal based on venue created a judicial

estoppel against a challenge to personal jurisdiction by Appellants in

this action. 78 That argument is flawed factually and legally and

provides no basis to affirm the denial of Appellants’ special

appearances.

The record shows that Appellees and two defendants in the

underlying case, BPP HoldCo LLC and Primex Energy Corporation,

were signatories to a Limited Partnership Agreement. 79 Section 14.1

of that agreement has a forum-selection clause, applicable to “each

party to this Agreement,” that requires disputes among them to be

filed in the “exclusive jurisdiction of any United States District Court

located in Dallas, Texas ….” 80

In the First Lawsuit, Appellants and defendants BPP HoldCo

LLC and Primex Energy Corporation jointly moved to dismiss based on that clause. 81 They argued that each Appellee was a “party to th[e]

Agreement” and had sued other parties to that Agreement (BPP

HoldCo LLC and Primex Energy Corporation) about matters related

77 1CR187–8. 78 1CR734–9. 79 See 1CR116–28. 80 1CR114. 81 1CR176–85.

33 to that agreement. 82 The court agreed and dismissed the First Lawsuit without prejudice. 83

In this case, Appellees made what they called a “judicial

estoppel” argument. 84 They argued that because Appellants relied on

the forum selection clause to obtain a dismissal in the First Lawsuit,

it would be inconsistent for Appellants to now argue that the

jurisdiction waiver in the forum selection clause does not apply to them. 85

Judicial estoppel requires a sworn, inconsistent statement

made in a prior judicial proceeding. 86 Appellees did not identify any

such statement, and could not do so, given the wording of this clause.

By its terms, the forum selection clause applies only to

signatories 87 and expressly disclaims any intent to bind affiliates of

82 1CR178–82. 83 1CR187–8. 84 1CR734–9. 85 Id. 86 Galley v. Apollo Associated Servs., Ltd., 177 S.W.3d 523, 528 (Tex. App.—

Houston [1st Dist.] 2005, no pet.). 87 1CR114 (§ 14.1 (applying to “each party to this Agreement”)); see also Pinto

Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 443 (Tex. 2017) (“[T]he circumstances in which nonsignatories can be bound to a forum-selection clause are rare.”); Rieder v. Woods, 603 S.W.3d 86, 101 (Tex. 2020) (“[N]on- signatories may be subject to a forum-selection clause” only in limited circumstances when permitted by “the parties’ chosen language.”); see also 1CR1055–6 (acknowledging that “[n]one of these Defendants are alleged to be a party to the [Limited Partnership Agreement].”).

34 signatories. 88 That language means that Appellants are not bound by it.

Moreover, just as they did in the First Lawsuit, Appellants

relied on these terms in this case to argue that the Limited Partnership Agreement does not confer the trial court with

jurisdiction over them. 89 Those positions are consistent with one

another because they rely on the same unambiguous contract language.

Appellees did not allege, much less prove, any other theory to

support a conclusion that the Limited Partnership Agreement

prevents Appellants’ personal-jurisdiction arguments in this case.

88 See 1CR113–14 (§ 13.9 (“[E]ach Partner [] covenants, agrees and

acknowledges . . . that it has no rights of recovery hereunder against, and no recourse hereunder . . . against any . . . Affiliate . . . of any Partner . . .”)); see also Pinto, 526 S.W.3d at 445 (holding that the contract’s benefits clause precluded assertion of a forum-selection clause by nonsignatories because the clause explicitly disclaimed any intent to extend the contract’s “rights and remedies” to nonparties). 89 Compare 1CR178 (Appellants’ Motion to Dismiss the First Lawsuit)

(“Plaintiffs alleges they were investors in Primexx, and thus partners in Primexx Energy Partners pursuant to the Partnership Agreement. They further allege that Defendant BPP Holdco was a partner and Defendant PEC was the general managing partner pursuant to the Partnership Agreement . . . Plaintiffs do not allege a basis for any duty owed by [Appellants] as none were parties to the Partnership Agreement.”) with 1CR235 (Appellants’ Special Appearances in Fourth Lawsuit) (“[Appellants] have been roped into this lawsuit even though they are not parties to the relevant Limited Partnership Agreement, did not owe [Appellees] any fiduciary duties, and are alleged to neither have played any role in the challenged asset sale nor to have committed any acts in Texas. Because [Appellees] have failed to allege any facts supporting the exercise of either general or specific jurisdiction over [Appellants], they should be dismissed from this lawsuit.”).

35 Because they failed to prove the theory that they alleged, this line of

argument provides no reason to affirm. 90

* * *

The business court should have granted Appellants’ special

appearances because Appellees failed to sufficiently plead and prove

the court’s jurisdiction.

Conclusion For the foregoing reasons, this Court should reverse the

business court and render judgment that Appellants’ special

appearances are granted; alternatively, it should reverse the business court on the waiver issue that was the subject of its opinion, render

judgment that Appellants did not waive their special appearances,

and remand for consideration of the remaining issues about personal jurisdiction.

90 See CNOOC Se. Asia Ltd. v. Paladin Res. (SUNDA) Ltd., 222 S.W.3d 889, 895

(Tex. App.—Dallas 2007, pet. denied) (“When a party seeks to enforce a forum- selection clause against a nonsignatory to the contract containing the forum- selection clause, that party bears the burden to prove the theory upon which it relies to bind the nonsignatory to the contract.”).

36 DATE: April 9, 2025 Respectfully submitted,

/s/ David S. Coale Christopher J. Schwegmann Texas Bar No. 24051315 cschwegmann@lynnllp.com David S. Coale Texas Bar No. 00787255 dcoale@lynnllp.com Christopher W. Patton Texas Bar No. 24083634 cpatton@lynnllp.com Yaman Desai Texas Bar No. 24101695 ydesai@lynnllp.com Kyle A. Gardner Texas State Bar No. 24116412 kgardner@lynnllp.com Jessica D. Cox Texas Bar No. 24114769 jcox@lynnllp.com Lynn Pinker Hurst & Schwegmann LLP 2100 Ross Avenue, Suite 2700 Dallas, Texas 75201 Telephone: (214) 981-3800 Facsimile: (214) 981-3839

Attorneys for Appellants

37 Certificate of Service

The undersigned hereby certifies that a true and correct copy of

the above and foregoing document was served on all counsel of

record via eFileTexas on April 9, 2025.

/s/ David S. Coale David S. Coale

Certificate of Compliance

I certify that this Brief complies with the typeface requirements of Tex. R. App. P. 9.4(e) because it has been prepared in a

conventional typeface no smaller than 14-point for text and 12-point

for footnotes. This document also complies with the word-count limitations of Tex. R. App. P. 9.4(i), if applicable, because it contains

6,168 words, including words in screenshots, and excluding parts

exempted by Tex. R. App. P. 9.4(i)(1). April 9, 2025

/s/ David S. Coale David S. Coale

38 Appendices

No. Date Description

Business Court’s Order on Appellants’ January 24, 2025 A Special Appearances (1CR754–75)

Business Court’s Memorandum Opinion February 10, 2025 and Order on Appellants’ Special A Appearances (1CR1045–79)

B Current Texas Rule of Civil Procedure 120a

39 A E-filed in the Office of the Clerk for the Business Court of Texas 1/17/2025 11:30 AM Accepted by: Beverly Crumley Case Number: 24-BC01B-0010

The Business Court of Texas, 1st Division

PRIMEXX ENERGY § OPPORTUNITY FUND, LP and § PRIMEXX ENERGY § OPPORTUNITY FUND II, LP, § Plaintiffs, § v. § Cause No. 24-BC01B-0010 § PRIMEXX ENERGY § CORPORATION, M. § CHRISTOPHER DOYLE, ANGELO § ACCONCIA, BLACKSTONE § HOLDINGS III LP, BLACKSTONE § EMA II LLC, BMA VII LLC, § BLACKSTONE ENERGY § MANAGEMENT ASSOCIATES II § LLC, BLACKSTONE ENERGY § PARTNERS II LP, BLACKSTONE § MANAGEMENT ASSOCIATES VII § LLC, BLACKSTONE CAPITAL § PARTNERS VII LP, BCP VII/BEP II § HOLDINGS MANAGER LLC, BX § PRIMEXX TOPCO LLC, and BPP § HOLDCO LLC, Defendants

═══════════════════════════════════════ ORDER ═══════════════════════════════════════

0754 Before the court are special appearances by Blackstone Holdings III LP,

Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy Management

Associates II LLC, Blackstone Energy Partners II LP, Blackstone

Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP

VII/BEP II Holdings Manager LLC, and BX Primexx Topco LLC. The court

considered those special appearances, the responses, the pleadings, the

material on file, and counsels’ arguments.

Based on the above, the court concludes that those defendants

consented to personal jurisdiction in this proceeding. Therefore, the court

DENIES their special appearances.

So ORDERED.

BILL WHITEHILL Judge of the Texas Business Court, First Division

SIGNED: January 17, 2025

0755 B FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 2/10/2025 2025 Tex. Bus. 5

The Business Court of Texas, 1st Division

PRIMEXX ENERGY § OPPORTUNITY FUND, LP and § PRIMEXX ENERGY § OPPORTUNITY FUND II, LP, § Plaintiffs, § v. § Cause No. 24-BC01B-0010 § PRIMEXX ENERGY § CORPORATION, M. § CHRISTOPHER DOYLE, § ANGELO ACCONCIA, § BLACKSTONE HOLDINGS III § LP, BLACKSTONE EMA II LLC, § BMA VII LLC, BLACKSTONE § ENERGY MANAGEMENT § ASSOCIATES II LLC, § BLACKSTONE ENERGY § PARTNERS II LP, BLACKSTONE § MANAGEMENT ASSOCIATES § VII LLC, BLACKSTONE § CAPITAL PARTNERS VII LP, § BCP VII/BEP II HOLDINGS § MANAGER LLS, BX PRIMEXX TOPCO LLC, and BPP HOLDCO LLC, Defendants

1045 ═══════════════════════════════════════ MEMORANDUM OPINION AND ORDER ═══════════════════════════════════════

[¶ 1] Before the court are special appearances by Blackstone Holdings

III LP, Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy

Management Associates II LLC, Blackstone Energy Partners II LP, Blackstone

Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP

VII/BEP II Holdings Manager LLC, and BX Primexx Topco LLC (Blackstone

Defendants).1 Having considered the parties’ arguments, pleadings, special

appearances, submissions, and relevant law, the court signed an Order on

January 17, 2025, denying the Blackstone Defendants’ special appearances.

This opinion follows. 2

[¶ 2] The dispositive issue is whether filing an answer in an earlier

iteration of the dispute in one court consents to personal jurisdiction to litigate

1 Each Blackstone Defendant is alleged to be a “direct subsidiary” of Blackstone, Inc. 10/25/24 Plaintiffs’ Original Petition (Pet.) ¶ 17. Defendant BPP HoldCo LLC did not join its fellow affiliates in filing a special appearance and is excluded from the definition of “Blackstone Defendants.” 2 The court entered its Order denying Blackstone Defendants’ special appearances on January 17, 2025. On January 24, 2025, Plaintiffs filed a First Amended Petition. The thrust of Plaintiffs’ amendment to its pleading was to add Blackstone, Inc. as a defendant. Because the court’s Order was based on the Original Petition, this Memorandum Opinion and Order addresses Plaintiffs’ Original Petition.

MEMORANDUM OPINION AND ORDER, Page 2 1046 the same dispute in a later-filed suit in a different court in the same state. The

court concludes that it does because the focus is on the defendants’ consent to

litigate the dispute in the state—not a particular court within the state.

I. Background

[¶ 3] This case arises from a private equity investment in a limited

partnership. Plaintiffs assert direct and indirect liability claims against

Defendants for breaching statutory and contract duties in forcing a sale of the

partnership’s business to a third party. The court discusses only those facts

relevant to the Blackstone Defendants’ special appearances.

A. Plaintiffs’ Original Petition

[¶ 4] Primexx Resource Development, LLC (PRD) was an energy

company operating in the Delaware Basin.3 “Blackstone”4 is alleged to have

acquired a majority interest in PRD through Defendant BPP HoldCo LLC by

investing in a partnership called Primexx Energy Partners, Ltd. (PEP). 5 A

3 Pet. ¶ 1. 4 Plaintiffs’ Original Petition inconsistently refers to “Blackstone” to mean either (i) every defendant that is alleged to be a subsidiary of Blackstone (see Pet. ¶s 1 fn.1, 37) or (ii) just Defendant BPP HoldCo LLC (Pet. ¶ 27). In most instances, it appears that Plaintiffs intend “Blackstone” to refer to every Blackstone, Inc.-affiliated defendant. 5 Pet. ¶s 1, 38.

MEMORANDUM OPINION AND ORDER, Page 3 1047 Third Amended and Restated Limited Partnership Agreement (TAPA) governs

investments in PEP. 6

[¶ 5] Plaintiffs are Primexx Energy Opportunity Fund LP (PEOF I) and

Primexx Energy Opportunity Fund II (PEOF II). PEOFs were PEP limited

partners.7

[¶ 6] Beginning in June 2021, Callon Petroleum Company made “a

series of lowball offers to purchase Primexx.” 8 PEOFs claim that the Callon

offer “almost exclusively benefitted [Blackstone] while destroying the value

for all other investors (including [PEOF]s).” 9

[¶ 7] Despite the above, Blackstone announced the sale Friday, July 30,

2021. 10 Blackstone demanded that the board approve the sale by Monday,

August 2, 2021.11 The sale closed on October 1, 2021. 12 PEOFs thereafter

6 Pet. ¶s 1, 38. 7 Pet. ¶s 38, 51. 8 Pet. ¶ 2. 9 Pet. ¶ 3. 10 Pet. ¶ 3. 11 Pet. ¶ 3. 12 Pet. ¶ 80.

MEMORANDUM OPINION AND ORDER, Page 4 1048 sued Defendants, claiming they breached their contract and statutory duties

to act in good faith and with loyalty and due care. 13

B. Procedural History

1. First Action

[¶ 8] PEOFs originally sued in Dallas County District Court on

December 12, 2022 (First Action).14 As discussed in part below, PEOFs argue

that the instant case is effectively the same dispute as the First Action. The

First Action included every Blackstone Defendant.

[¶ 9] Blackstone Defendants filed answers in the First Action without

filing special appearances. 15 They also moved to dismiss the First Action

based on a TAPA forum-selection clause. 16 The court granted that motion and

dismissed the First Action on March 29, 2023. 17

13 Pet. ¶ 4. Pet. ¶ 5 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., No. 14

DC-22-17122 (District Court of Dallas County, Texas, 298th Judicial District)). 15 Plaintiffs’ Opposition to Blackstone Defendants’ Special Appearances (Opp. to Blackstone SA) Exhibit 2. 16 Pet. ¶ 5; Pet. Exhibit 2. 17 Pet. ¶ 6; Pet. Exhibit 3.

MEMORANDUM OPINION AND ORDER, Page 5 1049 2. Second Action

[¶ 10] PEOFs re-filed in the United States District Court for the

Northern District of Texas on May 4, 2023 (Second Action). 18 PEOFs added

Blackstone Inc. executive Angelo Acconcia as a defendant, but otherwise the

parties remained the same. 19 That court later dismissed the case sua sponte for

lack of subject matter jurisdiction. 20

3. Third Action

[¶ 11] PEOFs again sued in Dallas County on July 31, 2023 (Third

Action). 21,22 Angelo Acconcia and the Blackstone Defendants filed special

appearances.23

[¶ 12] Nonspecially appearing defendants filed an unopposed motion to

transfer from the 68th Judicial District to the 298th Judicial District. 24 They

18 Pet. ¶ 7 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., No. 3:23-cv-00985-K (N.D. Tex. 2023)). 19 Pet. ¶ 7. 20 Pet. ¶s 8–9; Pet. Exhibits 4, 5. Pet. ¶ 10 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., DC- 21

23-10916 (District Court of Dallas County, Texas, 68th Judicial District)). 22 PEOFs’ petition states that it filed again in the 298th Judicial District, but this is contradicted by Opp. to Blackstone SA Exhibit 3 (Motion to Transfer from the 68th to 298th Judicial District Court of Dallas County). 23 Pet. ¶ 10. 24 Opp. to Blackstone SA Exhibit 3.

MEMORANDUM OPINION AND ORDER, Page 6 1050 stated that “[PEOF]s filed the instant action, alleging the same claims against

the same parties arising out of the same transaction as the First Action that

the 298th District Court previously dismissed … (while also adding one

additional defendant, Angelo Acconcia).” 25 “Indeed, many of the allegations

in the instant action are word-for-word verbatim [] in the First Action.” 26

[¶ 13] The case apparently was later transferred to the 298th District

Court.27

[¶ 14] PEOFs filed a Notice of Removal to the First Business Court

Division.28 All defendants consented to the removal.29 This court ordered the

parties to submit briefing regarding what effect, if any, Section 8 of Acts 2023,

88th Leg., ch. 380 (H.B. 19) had on the removal of the Third Action. 30 The

parties agreed to dismiss the removed action without prejudice and the case

was dismissed on October 18, 2024. 31

25 Opp. to Blackstone SA Exhibit 3 at 2. 26 Opp. to Blackstone SA Exhibit 3 at 2. 27 See Pet. Exhibit 6 at 5 (Plaintiffs’ Notice of Removal to the Business Court). 28 Pet. ¶ 11 (citing Pet. Exhibit 6). 29 Pet. ¶ 11. 30 Pet. ¶ 11. 31 Pet. ¶ 11.

MEMORANDUM OPINION AND ORDER, Page 7 1051 4. Instant Action

[¶ 15] PEOFs filed the instant suit on October 25, 2024. This Original

Petition is substantially identical to the petition in the Third Action that the

parties previously tried to remove here, which the nonspecially appearing

defendants had in turn stated “alleg[ed] the same claims against the same

parties arising out of the same transaction as the First Action.”32 Accordingly,

the active pleading here asserts the same causes of action arising out of the

same transaction as the First Action against the same Blackstone Defendants.

C. Jurisdictional Fact Allegations

[¶ 16] PEOFs’ petition alleges generally as to all “Defendants”:

This Court has personal jurisdiction over all Defendants because they consented to personal jurisdiction in Dallas, Texas in the Third Amended and Restated Limited Partnership Agreement, which established Dallas as the principal place of business for the partnership. All Defendants continuously and systematically did business in the State of Texas, have purposefully availed themselves of the privilege of conducting activities inside the State of Texas, and invoked the benefits and protections of the laws of the State of Texas. 33

32 See 24-BC01B-0004, APPX_0001–0036 to 9/27/24 Notice of Removal to Business Court; Opp. to Blackstone SA Exhibit 3 at 2. 33 Pet. ¶ 31.

MEMORANDUM OPINION AND ORDER, Page 8 1052 [¶ 17] None of the Blackstone Defendants are alleged to be Texas

residents.34 Instead, PEOFs allege that “[a]ll of the Blackstone entities named

as Defendants are direct subsidiaries of Blackstone Inc., a corporation with

citizenship in New York … and Delaware.”35 Based on the corporate structure

shown below, PEOFs allege that “every Blackstone entity named here is, at a

minimum, a citizen of New York and Delaware”:

34 Pet. ¶s 17–26. 35 Pet. ¶ 17.

MEMORANDUM OPINION AND ORDER, Page 9 1053 Blackstone Inc

Blackstone Holdings DT GP Manapement LLG

Blackstone Holdinps IT GP LP

gneral partner

Blackstone Holdings I LP

Blackstone EMA TI LLC BMA VIL LLC

sole member sale member

Blackstone Enerey Blackstone Manapement Management Associates II LLO Associates VILLC

mana

mar her genera) partner BCP VIL/BEF I Holdings Manager LLC

Blackstone En Blackstone Capital Partners LFI mig member Partners VI LP

BX. LC Topco LLC

sale member

BPP LLC

MEMORANDUM OPINION AND ORDER, Page 10 1054 [¶ 18] Based on the above diagram, PEOFs allege that “Blackstone used

a combination of subsidiaries to manage BPP HoldCo LLC,” which was a

limited partner in the same partnership as PEOFs. 36

[¶ 19] In opposing the Blackstone Defendants’ special appearances,

PEOFs identify specific allegations against each specially appearing

Defendant.37 PEOFs’ allegations distill to two groups: (i) those against

Blackstone Energy Partners II LP and Blackstone Capital Partners VII LP as

“Blackstone Investors,” and (ii) those against all other Blackstone

Defendants.

[¶ 20] PEOFs allege that (i) the TAPA referenced Blackstone Investors

by name and stated that capital for the agreement would come from them and

(ii) a noncompetition provision in the TAPA specifically refers to the

Blackstone Investors. 38 However, neither one is alleged to be a party to the

TAPA.

[¶ 21] PEOFs allege the remaining Blackstone Defendants each (i)

received millions of Callon shares in consideration for the Callon sale; (ii) is in

36 Pet. ¶s 40–41. 37 Opp. to Blackstone SA at 6–10. 38 Opp. to Blackstone SA at 7–8.

MEMORANDUM OPINION AND ORDER, Page 11 1055 the corporate chain above BPP HoldCo LLC, which signed the TAPA; and (iii)

is listed on SEC filings in connection with the sale.39 None of these

Defendants are alleged to be a party to the TAPA.

D. Parties’ Arguments

[¶ 22] Defendants argue that PEOFs failed to allege sufficient,

particularized jurisdictional facts supporting specific personal jurisdiction

over any of the Blackstone Defendants (general jurisdiction was not

asserted).40 Defendants further argue that even assessed together, PEOFs’

generalized allegations do not support specific jurisdiction over any specially

appearing Defendant because PEOFs make no assertion that they performed

any acts in Texas. 41 Defendants further argue that the few specific allegations

concerning the Blackstone Investors and the remaining Blackstone

Defendants listed above are not substantively connected to the challenged

asset sale.42

39 Opp. to Blackstone SA at 7–10. 40 Defendants’ Verified Special Appearances (Blackstone SA) at 7. 41 Blackstone SA at 7–8. 42 Blackstone SA at 9–10.

MEMORANDUM OPINION AND ORDER, Page 12 1056 [¶ 23] PEOFs respond that the Blackstone Defendants conducted

substantial business in Texas in that they (i) had direct involvement in the

investment in PRD, a Texas oil company, and the sale of those Texas oil assets

at issue; (ii) either invested millions of dollars into PRD/PEP or received

millions of shares from the Callon sale; (iii) are all in the same direct chain of

entities that manage BPP HoldCo LLC, a PEP limited partner; and (iv) were

involved in the TAPA and investment in PRD/PEP and its governance.43

[¶ 24] PEOFs further argue that regardless of their forum contacts, the

Blackstone Defendants either (i) are estopped from arguing that the TAPA’s

forum-selection clause does not apply to them because they sought and

received affirmative relief in the First Action by arguing the same or (ii) waived

their right to object to personal jurisdiction by making a general appearance in

the First Action.44 Alternatively, PEOFs seek a continuance to conduct

jurisdictional discovery, which they say Defendants avoided.45

43 Opp. to Blackstone SA at 4–5, 7–10. 44 Opp. to Blackstone SA at 16–20. 45 Opp. to Blackstone SA at 28–29.

MEMORANDUM OPINION AND ORDER, Page 13 1057 [¶ 25] Defendants reply that PEOFs have not shown that any Blackstone

Defendants were involved in the Callon sale.46 Defendants further argue that

the TAPA was created five years before the Callon sale and lacks connection

to the asserted claims.47 Defendants argue they are not estopped because they

have consistently argued PEOFs were signatories to the TAPA and bound by

the forum-selection clause when bringing claims under the TAPA.48

[¶ 26] Regarding waiver, Defendants rely on James v. Illinois Cent. R.R.

Co., 965 S.W.2d 594 (Tex. App.—Houston [1st Dist.] 1998, no pet.) and

Megadrill Services Ltd. v. Brighouse, 556 S.W.3d 490 (Tex. App.—Houston

[14th Dist.] 2018, no pet.) for the premise that a defendant does not consent

to jurisdiction merely by defending prior suits in Texas. 49

[¶ 27] At the November 21, 2024, hearing, Defendants referred to a third

case, Grynberg v. M-I L.L.C., 398 S.W.3d 864 (Tex. App.—Corpus Christi

46 Defendants’ Omnibus Reply in Support of Special Appearances (Reply ISO Blackstone SA) at 2. 47 Reply ISO Blackstone SA at 2. 48 Reply ISO Blackstone SA at 4–5. 49 Reply ISO Blackstone SA at 5–7.

MEMORANDUM OPINION AND ORDER, Page 14 1058 2012, pet. denied), for the point that appearing in matters “ancillary” and

prior to the main suit does not waive a personal jurisdiction challenge.50

[¶ 28] The court concludes that the Blackstone Defendants consented to

Texas’ jurisdiction in this action (i.e., waived their right to object to personal

jurisdiction).

II. Applicable Law

A. Special Appearances

[¶ 29] Texas Rule of Civil Procedure 120a governs special appearances.

It provides:

a special appearance may be made by any party either in person or by attorney for the purpose of objecting to the jurisdiction of the court over the person or property of the defendant on the ground that such party or property is not amenable to process issued by the courts of this State.

TEX. R. CIV. P. 120a(1).

[¶ 30] A special appearance may be made as to “an entire proceeding”

or any severable claim involved therein. Id. Every appearance, prior to

judgment, not in compliance with this rule is a general appearance. Id.

50 11/21/24 Hr. Trs. at 123:20–124:5.

MEMORANDUM OPINION AND ORDER, Page 15 1059 [¶ 31] A party availing itself of Rule 120a must strictly comply with its

terms because failure to do so results in waiver. PetroSaudi Oil Servs. Ltd. v.

Hartley, 617 S.W.3d 116, 136 (Tex. App.—Houston [1st Dist.] 2020, no pet.).

[¶ 32] Thus, a party waives its special appearance when it (i) invokes the

court’s judgment on any question other than the court’s jurisdiction; (ii)

recognizes by its acts that an action is properly pending; or (iii) seeks

affirmative action from the court. Exito Elecs. Co. v. Trejo, 142 S.W.3d 302,

304 (Tex. 2004) (per curiam) (citing Dawson-Austin v. Austin, 968 S.W.2d

319, 322 (Tex. 1998)). But a party does not waive its jurisdictional challenge

by seeking affirmative relief consistent with the special appearance.

Nationwide Distrib. Servs., Inc. v. Jones, 496 S.W.3d 221, 225 (Tex. App.—

Houston [1st Dist.] 2016, no pet.).

B. In Personam Jurisdiction

[¶ 33] A nonresident defendant is subject to personal jurisdiction in

Texas if (i) the Texas long-arm statute authorizes the exercise of jurisdiction

and (ii) the exercise of jurisdiction does not violate federal or state

constitutional due process guarantees. Kelly v. Gen. Interior Const., Inc., 301

S.W.3d 653, 657 (Tex. 2010).

MEMORANDUM OPINION AND ORDER, Page 16 1060 [¶ 34] The Texas long-arm statute’s broad “doing business” language

allows the trial court’s jurisdiction to “reach as far as the federal

constitutional requirements of due process will allow.” Moki Mac River

Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007) (quoting Guardian

Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223,

226 (Tex. 1991)).

[¶ 35] Therefore, courts need “only analyze whether [the defendant]’s

acts would bring [the defendant] within Texas’ jurisdiction consistent with

constitutional due process requirements.” Retamco Operating, Inc. v. Republic

Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).

[¶ 36] A state’s exercise of jurisdiction comports with federal due

process if (i) the nonresident defendant has “minimum contacts” with the

state and (ii) the exercise of jurisdiction “does not offend traditional notions

of fair play and substantial justice.” M&F Worldwide Corp. v. Pepsi-Cola

Metro. Bottling Co., Inc., 512 S.W.3d 878, 885 (Tex. 2017) (quoting Walden v.

Fiore, 571 U.S. 277, 283 (2014)).

1. Minimum Contacts

[¶ 37] A defendant establishes minimum contacts with a state when it

“purposefully avails itself of the privilege of conducting activities within the

MEMORANDUM OPINION AND ORDER, Page 17 1061 forum state, thus invoking the benefits and protections of its laws.” Retamco,

278 S.W.3d at 338.

[¶ 38] Courts consider three issues in determining whether a defendant

purposefully availed itself of the privilege of conducting activities in Texas:

First, only the defendant’s contacts with the forum are relevant, not the unilateral activity of another party or a third person. Second, the contacts relied upon must be purposeful rather than random, fortuitous, or attenuated. Thus, sellers who reach out beyond one state and create continuing relationships and obligations with citizens of another state are subject to the jurisdiction of the latter in suits based on their activities. Finally, the defendant must seek some benefit, advantage or profit by availing itself of the jurisdiction.

Id. at 339 (quoting Moki Mac, 221 S.W.3d at 575); Michiana Easy Livin’

Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005).

[¶ 39] The minimum-contacts analysis focuses on the “quality and

nature of the defendant’s contacts,” not quantity. Retamco, 278 S.W.3d at

339.

[¶ 40] “The defendant’s activities, whether they consist of direct acts

within Texas or conduct outside Texas, must justify a conclusion that the

defendant could reasonably anticipate being called into a Texas court.” Id. at

338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,

806 (Tex. 2002)).

MEMORANDUM OPINION AND ORDER, Page 18 1062 a. Specific Personal Jurisdiction

[¶ 41] Specific jurisdiction requires that “(1) the defendant purposefully

avails itself of conducting activities in the forum state, and (2) the cause of

action arises from or is related to those contacts or activities.” Retamco, 278

S.W.3d at 338 (buying Texas real estate) (citing Burger King Corp. v.

Rudzewicz, 471 U.S. 462, 472 (1985)). “The ʻarise from or relate to’

requirement lies at the heart of specific jurisdiction by defining the required

nexus between the nonresident defendant, the litigation, and the forum.” Moki

Mac, 221 S.W.3d at 579; Guardian Royal, 815 S.W.2d at 228 (specific

jurisdiction focuses on “the relationship among the defendant, the forum and

the litigation”).

[¶ 42] For a nonresident defendant’s forum contacts to support an

exercise of specific jurisdiction, “there must be a substantial connection

between those contacts and the operative facts of the litigation.” Moki Mac,

221 S.W.3d at 585. The “operative facts” of a litigation are those that “will

be the focus of the trial” and “will consume most if not all of the litigation’s

attention.” Id. at 585.

[¶ 43] Specific jurisdiction requires courts to analyze jurisdictional

contacts on a claim-by-claim basis. Moncrief Oil Int’l Inc. v. OAO Gazprom,

MEMORANDUM OPINION AND ORDER, Page 19 1063 414 S.W.3d 142, 150 (Tex. 2013); see also Seiferth v. Helicopteros Atuneros,

Inc., 472 F.3d 266, 274–75 (5th Cir. 2006) (“If a defendant does not have

enough contacts to justify the exercise of general jurisdiction, the Due Process

Clause prohibits the exercise of jurisdiction over any claim that does not arise

out of or result from the defendant’s forum contacts.”). But a court need not

assess contacts on a claim-by-claim basis if all claims arise from the same

forum contact. Moncrief, 414 S.W.3d at 150–51.

2. Fair Play and Substantial Justice

[¶ 44] If the minimum contacts requirements are met, it is “rare” for

exercising personal jurisdiction to not comply with fair play and substantial

justice. Retamco, 278 S.W.3d at 341. Nonetheless, courts still consider

factors to ensure that exercising jurisdiction does not offend traditional

notions of fair play and substantial justice:

(1) the burden on the defendant; (2) the interests of the forum state in adjudicating the dispute; (3) the plaintiff’s interest in obtaining convenient and effective relief; (4) the interstate judicial system’s interest in obtaining the most efficient resolution of controversies; and (5) the shared interest of the several States in furthering fundamental substantive social policies.

Id. (citing Burger King, 471 U.S. at 477–78).

MEMORANDUM OPINION AND ORDER, Page 20 1064 3. The Parties’ Burdens

[¶ 45] The plaintiff “bears the initial burden to plead sufficient

allegations to bring the nonresident defendant within the reach of Texas’s

long-arm statute.” Kelly, 301 S.W.3d at 658. If the plaintiff fails to plead

facts bringing the defendant within reach of the long-arm statute the

defendant need only prove that it does not live in Texas to negate jurisdiction.

Id. at 658–59. “Once the plaintiff has pleaded sufficient jurisdictional

allegations, the defendant filing a special appearance bears the burden to

negate all bases of personal jurisdiction alleged by the plaintiff.” Id. at 658.

[¶ 46] “Because the plaintiff defines the scope and nature of the lawsuit,

the defendant’s corresponding burden to negate jurisdiction is tied to the

allegations in the plaintiff’s pleading.” Id. Defendant can negate jurisdiction

on either a factual or legal basis. Id. at 659.

[¶ 47] Factually, a defendant can present evidence that it has no contacts

with Texas, effectively disproving the plaintiff’s allegations. Id. The plaintiff

must then respond with its own evidence that affirms its allegations or else

risk dismissal. Id. However, the court considers “additional evidence,”

including, “stipulations made by and between the parties, such affidavits and

attachments as may be filed by the parties, the results of discovery processes,

MEMORANDUM OPINION AND ORDER, Page 21 1065 and any oral testimony,” only to the extent it supports or undermines the

pleadings’ allegations. Id. at 658 n.4 (citing TEX. R. CIV. P. 120a(3)). If the

plaintiff’s evidence is not within the scope of the pleadings’ factual

allegations, the plaintiff should amend the pleadings for consistency. Id. at

659 n.6.

[¶ 48] Legally, the defendant can show that even if the plaintiff’s alleged

facts are true, the evidence is legally insufficient to establish jurisdiction

either (i) because the defendant’s contacts with Texas fall short of purposeful

availment (including that the claims do not arise from the contacts) or (ii) that

traditional notions of fair play and substantial justice are offended by the

exercise of jurisdiction. Id. at 659.

III. Discussion

A. Blackstone Defendants’ General Appearance

[¶ 49] To begin, “personal jurisdiction is a ʻwaivable right’ and [a

defendant] may give ʻexpress or implied consent to the personal jurisdiction of

the court.’” RSR Corp. v. Siegmund, 309 S.W.3d 686, 704 (Tex. App.—Dallas

2010, no pet.) (quoting Burger King Corp., 471 U.S. at 473 n.14). “To the

extent a party has consented to jurisdiction in a particular forum, the trial

court’s exercise of personal jurisdiction over it does not violate due process

MEMORANDUM OPINION AND ORDER, Page 22 1066 even in the absence of contacts with Texas.” Id.; Megadrill, 556 S.W.3d at

497.

[¶ 50] Here, Blackstone Defendants made general appearances in the

First Action by seeking affirmative action from the court and filing an answer

without filing special appearances. Exito Elecs., 142 S.W.3d at 304; TEX. R.

CIV. P. 120a(1) (“Every appearance, prior to judgment, not in compliance with

this rule is a general appearance.”).

[¶ 51] First, each Blackstone Defendant moved to dismiss the First

Action, seeking affirmative relief from the court and invoking its judgment

regarding the TAPA’s forum-selection clause.51 That motion was granted, and

the First Action was dismissed. Second, the Blackstone Defendants filed an

answer in the First Action not subject to any jurisdictional challenge.52

[¶ 52] During the November 21, 2024, hearing, their counsel argued for

the first time that PEOFs’ petition in the First Action—through a drafting

error or otherwise—failed to actually articulate any claims against the

Blackstone Defendants. 53

51 Opp. to Blackstone SA Exhibit 1. 52 Opp. to Blackstone SA Exhibit 2. 53 11/21/24 Hr. Trs. At 122:11–123:11 (pointing out that the Petition in the First Action asserted claims against “Blackstone,” which was defined as meaning only “BPP HoldCo”).

MEMORANDUM OPINION AND ORDER, Page 23 1067 [¶ 53] Regardless, it is quintessential that “by filing [an] answer,

unconditioned by a special appearance” a defendant “acknowledge[s] that the

case [i]s properly pending before a Texas court.” Massachusetts Bay Ins. Co. v.

Adkins, 615 S.W.3d 580, 600 (Tex. App.—Houston [1st Dist.] 2020, no pet.)

(emphasis original); Exito Elecs., 142 S.W.3d at 304. Blackstone Defendants’

last-minute attempt to find fault in PEOFs’ petition does not erase the fact that

they answered in the First Action, thereby entering a general appearance and

waiving any objection to personal jurisdiction. PetroSaudi, 617 S.W.3d at

136; Nationwide Distribution Servs., 496 S.W.3d at 224.

[¶ 54] Therefore, Blackstone Defendants waived their right to object to

personal jurisdiction in the First Action and consented to litigate these claims

in at least the 298th District Court of Dallas County, Texas.

B. Blackstone Defendants’ Consent to Litigate these Claims in Texas

[¶ 55] Because a special appearance may be made as to “an entire

proceeding” or otherwise is waived, TEX. R. CIV. P. 120a(1), one way to phrase

The Court notes that in Defendants’ reply, they argued a contradictory position. See Reply ISO Blackstone SA at 4 (“In DC-22-17122, PEOF asserted claims under the LPA against both signatories and nonsignatories (the Attenuated Blackstone Defendants among them).” (emphasis added)).

MEMORANDUM OPINION AND ORDER, Page 24 1068 the issue is whether Blackstone Defendants made a general appearance in only

the First Action, or if the “entire proceeding” includes the present suit.

[¶ 56] According to Blackstone Defendants, the First Action “was a

different cause number, different case, different court” and therefore

effectively a different proceeding with respect to Rule 120a. 54 They further

argue that finding that they consented to personal jurisdiction in this case

based on participation in a prior, separate lawsuit would “expand the

doctrine[] of … waiver to novel lengths.” 55

1. Applicable Law

[¶ 57] Several courts in Texas hold that “[v]oluntarily filing a lawsuit in

a jurisdiction is a purposeful availment of the jurisdiction’s facilities and can

subject a party to personal jurisdiction in another lawsuit when the lawsuits

arise from the same general transaction.” Primera Vista S.P.R. de R.L. v.

Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin, 974

S.W.2d 918, 926 (Tex. App.—El Paso 1998, no pet.); see also Int’l

Transactions, Ltd. v. Embotelladora Agral Regionmontana SA de CV, 277 F.

54 11/21/25 Hr. Trs. At 119:19–123:19. 55 Reply ISO Blackstone SA at 2, 5–7.

MEMORANDUM OPINION AND ORDER, Page 25 1069 Supp. 2d 654, 667 (N.D. Tex. 2002); Zamarron v. Shinko Wire Co., Ltd., 125

S.W.3d 132, 143 (Tex. App.—Houston [14th Dist.] 2003, pet. denied). Those

cases trace to General Contracting & Trading Co. v. Interpole, 940 F.2d 20 (1st.

Cir. 1991).

[¶ 58] In Interpole, General Contracting & Trading Co. (GCT) sued

Interpole, Inc. in New Hampshire’s federal district court seeking damages

associated with the delayed delivery of GTC’s order (Suit No. 1). Id. at 21.

Interpole filed a third-party complaint for indemnity against Transamerican

Steamship Corporation (Trastco), to which Trastco failed to respond, leading

to a default against Trastco in Suit No. 1. Id. Trastco then brought a separate

suit against Interpole in the same federal district court, charging fraud and

misrepresentation regarding the same overall transaction (Suit No. 2). Id.

Trastco subsequently challenged the default judgment in Suit No. 1 by

claiming the court never had personal jurisdiction over it. Id. at 22.

[¶ 59] However, the First Circuit held that a “defendant may manifest

consent to a court’s in personam jurisdiction in any number of ways” and that

“a party’s consent to a court’s jurisdiction may take place prior to the suit’s

institution … at the time suit is brought …, or after suit has started.” Id. So,

by bringing Suit No. 2, Trastco submitted itself to the district court’s

MEMORANDUM OPINION AND ORDER, Page 26 1070 jurisdiction in Suit No. 1 because “Trastco surrendered any jurisdictional

objections to claims that Interpole wished to assert against it in consequence

of the same transaction or arising out of the same nucleus of operative facts.”

Id. at 23 (emphasis added).

[¶ 60] The court reasoned “a ruling that Trastco did not submit to the

court’s jurisdiction in Suit No. 1 when it instituted Suit No. 2 would produce

an unjust asymmetry, allowing a party (here, Trastco) to enjoy the full benefits

of access to a state’s courts qua plaintiff, while nonetheless retaining

immunity from the courts’ authority qua defendant in respect to claims

asserted by the very party it was suing (here, Interpole).” Id.; see also id. at 24

(“There is no conceivable unfairness here. The choice to sue in New

Hampshire, or to abstain, was Trastco’s.”).

[¶ 61] Thus, Interpole is (and its Texas progeny are) like the present case

because Blackstone Defendants voluntarily appeared and chose to litigate

claims arising from the Callon transaction here.

[¶ 62] Further, as discussed next, Massachusetts Bay Ins. Co. v. Adkins

negates Defendants’ “different cause number, different case, different court”

argument. 615 S.W.3d at 598.

MEMORANDUM OPINION AND ORDER, Page 27 1071 2. Massachusetts Bay

[¶ 63] Massachusetts Bay involved an underlying asbestos-related

personal injury lawsuit filed in 1995 in Jefferson County, Texas and a transfer

in 2017 to the 11th District Court of Harris County for pretrial matters (the

MDL court). 615 S.W.3d at 584. Massachusetts Bay Insurance Company

appealed the MDL court’s order denying its special appearance. Id. The MDL

court did in part because Massachusetts Bay waived its special appearance in

the underlying litigation. Id.

[¶ 64] Specifically, on August 3, 2017, plaintiffs filed their forty-first

amended petition in the Jefferson County trial court. Id. at 590.

[¶ 65] On October 10, 2017, a fellow defendant filed a notice of transfer

in the Jefferson County court stating that the case had been transferred to the

MDL court. Id. at 591.

[¶ 66] The next day, Massachusetts Bay filed an answer in the Jefferson

County case without objecting to personal jurisdiction. Id. at 592.

Massachusetts Bay later filed a special appearance in the MDL court on June

20, 2018. Id.

[¶ 67] Plaintiffs argued that Massachusetts Bay waived personal

jurisdiction in the MDL case by earlier filing an answer in the Jefferson County

MEMORANDUM OPINION AND ORDER, Page 28 1072 court that did not object to personal jurisdiction. Id. at 594. Massachusetts

Bay responded that (i) its June 2018 special appearance was the first pleading

that it filed in the MDL court, (ii) it was “a new proceeding with a new cause

number,” (iii) and its previous answer was effectively a nullity because the

Jefferson County court lacked jurisdiction over the suit as of October 10,

2017. Id. at 594–95, 598.

[¶ 68] To begin, the Massachusetts Bay court disagreed that the

Jefferson County court was completely deprived of jurisdiction upon transfer

to the MDL court, and therefore Massachusetts Bay’s answer was not a nullity.

Id. at 598 (discussing TEX. R. JUD. ADMIN. 13.5(b) & 13.11(f)(2)).

[¶ 69] Moreover, the court disagreed that the proceeding under a

separate cause number in the MDL court was a “new” proceeding for Rule

120a. Id. at 599 (“Rather than its being a separate proceeding, we conclude

that the proceeding in the MDL court in Harris County was simply a

continuation of the proceeding in Jefferson County, albeit in a different court

in a different county.”).

[¶ 70] Additionally, the court held that the “purpose of a special

appearance [] is to contest the ability of all courts in the forum state—not a

particular district court—to exercise personal jurisdiction over a defendant.”

MEMORANDUM OPINION AND ORDER, Page 29 1073 Id. at 599–600 (citing Minucci v. Sogevalor, S.A., 14 S.W.3d 790, 794 (Tex.

App.—Houston [1st Dist.] 2000, no pet.)).

[¶ 71] Further, Rule 120a(1) states that a special appearance may be

made “for the purpose of objecting to the jurisdiction of the court over the

person or property of the defendant on the ground that such party or property

is not amenable to process issued by the courts of this State,” not only that

particular court of the State. Id. at 600 (quoting TEX. R. CIV. P. 102a(1)

(emphasis original to opinion)).

[¶ 72] Thus, “[w]hat is relevant is that, by filing its answer,

unconditioned by a special appearance, Massachusetts Bay acknowledged that

the case was properly pending before a Texas court.” Id. (emphasis original).

[¶ 73] Likewise, the Blackstone Defendants acknowledged that these

claims were proper as to these defendants in a Texas court when they answered

in the First Action without first filing special appearances.

3. Same Proceeding

[¶ 74] This action is essentially “a continuation of the proceeding” of

the First Action. See 615 S.W.3d at 599.

[¶ 75] That is, the plaintiffs are the same, the defendants are the same

(with the sole addition of Mr. Acconcia), and Blackstone Defendants’ co-

MEMORANDUM OPINION AND ORDER, Page 30 1074 defendants previously stated that the Third Action “alleg[ed] the same claims

against the same parties arising out of the same transaction as the First

Action” and that “[i]ndeed, many of the allegations in the [Third Action] are

word-for-word verbatim of the allegations in the First Action.” 56

[¶ 76] And the instant action is substantially identical to the petition in

the Third Action that parties previously tried to remove to this court. But for

the cause number and the particular court, this action is essentially the same

action as the first one filed on December 12, 2022, in the 298th Judicial

District Court for Dallas County in which Blackstone Defendants made a

general appearance.

[¶ 77] Accordingly, the Blackstone Defendants’ general appearance in

the First Action waived their right to object to personal jurisdiction here.

4. The Blackstone Defendants’ Cases

[¶ 78] Blackstone Defendants cited cases “reject[ing] the notion that a

foreign defendant waives its right [to] object to personal jurisdiction, or

consents to jurisdiction, in Texas by having defended other lawsuits in Texas.”

Megadrill, 556 S.W.3d at 498. But those cases are factually distinguishable.

56 Opp. to Blackstone SA Exhibit 3.

MEMORANDUM OPINION AND ORDER, Page 31 1075 James v. Illinois Central

[¶ 79] James v. Illinois Central, held that “consent, as a basis for

obtaining personal jurisdiction over a foreign corporation, has been

abandoned,” citing the Supreme Court’s decision McGee v. Int’l Life. Ins. Co.,

355 U.S. 220, 222 (1957). 965 S.W.2d at 599. The court therefore reasoned

that “[r]egardless of its involvement in other litigation, a court’s exercise of

personal jurisdiction … depends upon minimum contacts analysis and

considerations of fair play and substantial justice.” Id. at 599–600.

[¶ 80] However, the court’s holding is contrary to the Supreme Court’s

more recent decision in Burger King and a long line of Texas cases, including

those the Blackstone Defendants cited, holding that “[t]o the extent a party

has consented to jurisdiction in a particular forum, the trial court’s exercise of

personal jurisdiction over it does not violate due process even in the absence

of contacts with Texas.” See, e.g., Megadrill, 556 S.W.3d at 497 (citing Burger

King, 471 U.S. at 473 n.14).

[¶ 81] Finally, the James court never said the previous lawsuits there

were similar or related to the suit for which waiver was alleged, merely

referring to “other lawsuits in Texas.” 965 S.W.2d at 599, n.2.

Megadrill v. Brighouse

MEMORANDUM OPINION AND ORDER, Page 32 1076 [¶ 82] Megadrill makes that distinction. 556 S.W.3d at 497. There, the

plaintiff alleged that Megadrill waived its right to object to personal

jurisdiction because it “actively engag[ed] in litigation in Texas.” Id.

However, that court noted several times that the prior lawsuits plaintiff relied

on to allege waiver were “in an unrelated matter” and “unrelated to the

present one.” Id.

[¶ 83] After reviewing cases from other jurisdictions, the court held that

plaintiff “cites no authority supporting his position that a party’s consent to

jurisdiction in one case extends to other unrelated lawsuits in the same

jurisdiction.” Id. at 498 (emphasis added); see also id. (distinguishing

Interpole and other cases finding waiver where “the affirmative lawsuit was

based on the same transaction that was at issue in the subject litigation, or at

least a related transaction”).

[¶ 84] Thus, the court held that “as a matter of law that [Megadrill] did

not consent to personal jurisdiction in the present action by previously filing a

federal court lawsuit in Texas on an unrelated matter.” Id. at 499 (emphasis

added).

MEMORANDUM OPINION AND ORDER, Page 33 1077 [¶ 85] Accordingly, Blackstone Defendants’ reliance on Megadrill is

misplaced because the First Action is related to the present action—it is

essentially the same action.

Grynberg v. M-I L.L.C.

[¶ 86] Finally, Blackstone Defendants’ reliance on Grynberg is likewise

misplaced. 398 S.W.3d at 878. Although Gyrnberg and a line of cases hold

that appearing in matters “ancillary” and prior to the main suit does not waive

a personal-jurisdiction challenge, the examples of “ancillary” matters the

court cited are distinguishable: (i) filing a Rule 11 agreement; (ii) entering into

an agreed collateral order; (iii) filing a mandamus petition and motion for

emergency relief; (iv) filing a notice of oral hearing on the motion to dissolve

writ of garnishment; (v) agreeing to extend temporary restraining and

temporary injunction orders; (vi) counsel attending a temporary restraining

order hearing; or (vii) engaging in discovery before the special-appearance

hearing. See id. None of these examples resemble filing an answer in a

virtually identical lawsuit.

MEMORANDUM OPINION AND ORDER, Page 34 1078 IV. Conclusion

[¶ 87] For these reasons, the court previously denied the Blackstone

Defendants’ special appearances on January 17, 2025.

BILL WHITEHILL Judge of the Texas Business Court, First Division

SIGNED: February 10, 2025.

MEMORANDUM OPINION AND ORDER, Page 35 1079 C Rule 120a. Special Appearance, TX R RCP Rule 120a

Vernon's Texas Rules Annotated Texas Rules of Civil Procedure Part II. Rules of Practice in District and County Courts Section 5. Citation

TX Rules of Civil Procedure, Rule 120a

Rule 120a. Special Appearance

Currentness

1. Notwithstanding the provisions of Rules 121, 122 and 123, a special appearance may be made by any party either in person or by attorney for the purpose of objecting to the jurisdiction of the court over the person or property of the defendant on the ground that such party or property is not amenable to process issued by the courts of this State. A special appearance may be made as to an entire proceeding or as to any severable claim involved therein. Such special appearance shall be made by sworn motion filed prior to motion to transfer venue or any other plea, pleading or motion; provided however, that a motion to transfer venue and any other plea, pleading, or motion may be contained in the same instrument or filed subsequent thereto without waiver of such special appearance; and may be amended to cure defects. The issuance of process for witnesses, the taking of depositions, the serving of requests for admissions, and the use of discovery processes, shall not constitute a waiver of such special appearance. Every appearance, prior to judgment, not in compliance with this rule is a general appearance.

2. Any motion to challenge the jurisdiction provided for herein shall be heard and determined before a motion to transfer venue or any other plea or pleading may be heard. No determination of any issue of fact in connection with the objection to jurisdiction is a determination of the merits of the case or any aspect thereof.

3. The court shall determine the special appearance on the basis of the pleadings, any stipulations made by and between the parties, such affidavits and attachments as may be filed by the parties, the results of discovery processes, and any oral testimony. The affidavits, if any, shall be served at least seven days before the hearing, shall be made on personal knowledge, shall set forth specific facts as would be admissible in evidence, and shall show affirmatively that the affiant is competent to testify.

© 2025 Thomson Reuters. No claim to original U.S. Government Works. 1 Rule 120a. Special Appearance, TX R RCP Rule 120a

Should it appear from the affidavits of a party opposing the motion that he cannot for reasons stated present by affidavit facts essential to justify his opposition, the court may order a continuance to permit affidavits to be obtained or depositions to be taken or discovery to be had or may make such other order as is just.

Should it appear to the satisfaction of the court at any time that any of such affidavits are presented in violation of Rule 13, the court shall impose sanctions in accordance with that rule.

4. If the court sustains the objection to jurisdiction, an appropriate order shall be entered. If the objection to jurisdiction is overruled, the objecting party may thereafter appear generally for any purpose. Any such special appearance or such general appearance shall not be deemed a waiver of the objection to jurisdiction when the objecting party or subject matter is not amenable to process issued by the courts of this State.

Credits April 12, 1962, eff. Sept. 1, 1962. Amended by orders of July 22, 1975, eff. Jan. 1, 1976; June 15, 1983, eff. Sept. 1, 1983; April 24, 1990, eff. Sept. 1, 1990.

Section 1 to Section 3, Rule 41 appear in this volume.

Vernon's Ann. Texas Rules Civ. Proc., Rule 120a, TX R RCP Rule 120a Current with amendments received through February 1, 2025. Some rules may be more current, see credits for details.

End of Document © 2025 Thomson Reuters. No claim to original U.S. Government Works.

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