Cadence McShane Construction Company v. Ryan BB-Blockhouse Creek

2025 Tex. Bus. 43
CourtTexas Business Court
DecidedNovember 3, 2025
Docket25-BC03B-0002
StatusPublished

This text of 2025 Tex. Bus. 43 (Cadence McShane Construction Company v. Ryan BB-Blockhouse Creek) is published on Counsel Stack Legal Research, covering Texas Business Court primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Cadence McShane Construction Company v. Ryan BB-Blockhouse Creek, 2025 Tex. Bus. 43 (Tex. Super. Ct. 2025).

Opinion

2025 Tex. Bus. 43

The Business Court of Texas, Third Division CADENCE MCSHANE § CONSTRUCTION COMPANY § LLC, § § Cause No. 25-BC03B-0002 Plaintiff, § v. § § RYAN BB-BLOCKHOUSE CREEK, § LLC, § Defendants. ═══════════════════════════════════════ Syllabus * ═══════════════════════════════════════

This opinion addresses Defendant’s plea to the jurisdiction which challenged the Court’s jurisdiction over Plaintiff’s third-party claims filed against multiple subcontractors who performed work on a construction project. The Court denied Defendant's plea to the jurisdiction, concluding the third-party claims met the definition of an “action arising out of a qualified transaction” under Section 25A.004(d)(1). Further, the Court found the third-party claims were neither “conjectural, hypothetical or remote” and therefore ripe.

* The syllabus was created by court staff and is provided for the convenience of the reader. It is not part of the Court’s opinion, does not constitute the Court’s official description or statement, and should not be relied upon as legal authority. FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK 2025 Tex. Bus. 43 ENTERED 11/3/2025

The Business Court of Texas, Third Division

CADENCE MCSHANE § CONSTRUCTION COMPANY § LLC, § § Cause No. 25-BC03B-0002 Plaintiff, § v. § § RYAN BB-BLOCKHOUSE CREEK, § LLC, § Defendants. ═══════════════════════════════════════ OPINION AND ORDER ═══════════════════════════════════════

I. Introduction

¶1 This breach of contract case arose from the construction of a large 347-

unit apartment complex in Leander, Texas. The general contractor of the project,

Cadence McShane Construction Company LLC (“CMC”), filed a breach of contract

lawsuit against Ryan BB-Block House Creek, LLC (“Ryan”), the landowner. In

turn, Ryan filed counterclaims complaining of CMC’s alleged mismanagement of

the project and a litany of alleged construction defects.

1 ¶2 Later, CMC filed third party claims against 18 subcontractors who per-

formed work on the project. Here, Ryan filed a plea to the jurisdiction challenging

the Business Court’s jurisdiction over the third-party claims. In this case, the Court

must determine whether it has jurisdiction of CMC’s claims against the third-party

subcontractors. Because the Court concludes that the lawsuit and third-party claims

meet the definition of an “action arising out of a qualified transaction” under Sec-

tion 25A.004(d)(1) and are within the Business Court’s jurisdiction, the Court

denies Ryan’s plea to the jurisdiction. 1

II. Background

A. Case History

¶3 CMC and Ryan are the original parties to this action. In 2021, Ryan

contracted with CMC to serve as the general contractor of a 347-unit apartment

complex known as “Blockhouse Creek Farm Multifamily” in Leander, Texas in ex-

change for a maximum contract payment of $60,547,244.

¶4 Construction began on the project in 2022. By 2024, the relationship

between the parties had soured. Ryan allegedly terminated the contract on Novem-

ber 7, 2024, claiming CMC failed to fulfill its duties as general contractor. In turn,

1 Ryan’s plea to the jurisdiction also included motions to strike and sever. The Court’s Opinion and Order addresses only the jurisdictional challenges outlined in Ryan’s plea to the jurisdiction, the other motions are addressed in a separate order and forthcoming order. See Ryan BB-Block House Creek’s Plea to the Jurisdiction, or in the Alternative, Motion to Strike or Sever Cadence McShane Construction Company Third Party Claims.

2 CMC asserted that Ryan breached the contract when it failed to pay for construction

services performed by CMC.

¶5 On February 6, 2025, CMC filed a lawsuit in the Business Court.

CMC’s petition challenged Ryan’s termination of the contract, alleged Ryan had

failed to pay amounts due under the parties’ contract, and alleged that Ryan had

effectively locked CMC out of the project in violation of the contract. CMC’s origi-

nal petition pled causes of action for breach of contract, violations of the Texas

Construction Trust Fund Act, quantum meruit, money had and received, promissory

estoppel, violation of the Prompt Payment Act violations, and foreclosure of their

lien.

¶6 CMC’s petition asserted this Court had subject matter jurisdiction be-

cause the contract was a qualified transaction pursuant to Section 25.004(b), and

the amount in controversy exceeded $10 million dollars.

¶7 On March 26, 2025, Ryan filed counterclaims against CMC. Ryan al-

leged CMC breached its contract and failed to fulfill its duties as general contractor

and asserted “CMC and its subcontractors failed to properly install and construct,

among other things, the roofs, window system, stucco, and balconies.” 2 Ryan de-

tailed construction deficiencies throughout the project including the roofing

system, shingles, exterior sheathing, air and water barriers, balconies, fire rated

2 Ryan’s Counterclaim ¶21, Mar. 26, 2025.

3 assemblies and structural connections and other defective work. Further, Ryan as-

serted “CMC’s failure to provide and maintain a sufficient number of experienced

personnel resulted in an overall lack of supervision by CMC of its own people and

the subcontractors it engaged.”3 Ryan pleaded causes of action of breach of

contract damages, fraud by nondisclosure, fraudulent inducement, and filing of a

wrongful lien. Ryan asserted the Business Court had subject-matter

jurisdiction over its counter claims because the “dispute arises out of a

qualified transaction and the amount in controversy exceeds $10,000,000.”4

¶8 On June 23, 2025, CMC filed a third-party petition naming 18 different

subcontractors that performed work on the Blockhouse Creek Farm Multifamily

apartment construction project. CMC’s claims were based on a uniform subcontract

that it entered with each of the subcontractors that worked on the project.5 Each

subcontract references the “Prime Contract” which is defined as the Con-tract

between CMC and Ryan. CMC’s subcontractor contracts range in amounts

from $40,070 for aluminum storefront doors, to $13,059,500 for wood framing and

3 Id. ¶17. 4 Id. ¶4. 5 CMC alleged causes of action against the subcontractors for breach of contract (additional insur- ance coverage), breach of contract (contract indemnity), breach of express and implied warranties, and breach of contract, negligence, contribution and comparative responsibility.

4 various other specified construction work on the project. 6 Only one subcontract ex-

ceeded $5 million. 7

B. Ryan’s Plea to the Jurisdiction

¶9 On July 23, 2025, Ryan filed its plea to the jurisdiction challenging the

Business Court’s jurisdiction over CMC’s third-party claims against the subcontrac-

tors. Ryan does not dispute that the claims between it and CMC “arise from or relate

to a qualified transaction under Section 25A.004(d)(1),” 8 but argues this Court’s

“original jurisdiction” does not extend to CMC’s claims filed against the third-party

claims against the 18 subcontractors. 9

¶10 Specifically, Ryan contends CMC “cannot aggregate” claims against

multiple defendant subcontractors with “separate, independent and distinct

claims.” 10 Instead, Ryan asserts that “the claims asserted against each defendant

are judged separately and must independently lie within the jurisdictional parame-

ters of the court.” 11

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2025 Tex. Bus. 43, Counsel Stack Legal Research, https://law.counselstack.com/opinion/cadence-mcshane-construction-company-v-ryan-bb-blockhouse-creek-texbizct-2025.