FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 12/17/2025 2025 Tex. Bus. 49
THE BUSINESS COURT OF TEXAS EIGHTH DIVISION
MICHAEL D. CRAIN, Individually and § Derivatively on Behalf of NORTHERN § CRAIN REALTY, LLC, NORTHERN § CRAIN PROPERTY MANAGEMENT, § LLC, and NORTHERN CRAIN, LLC § § Plaintiff, § Cause No. 25-BC08A-0014 v. § § WILLIAM “WILL” NORTHERN and § TYLER GOLDTHWAITE, § § Defendants. § ═══════════════════════════════════════════════════════ OPINION AND ORDER ═══════════════════════════════════════════════════════
Syllabus *
This opinion addresses the ability of the Court to adjudicate legal malpractice and fractured malpractice-based claims arising out of an alleged attorney-client relationship involving an attorney, two business associates, and multiple business entities. The Court declines to consider whether an attorney-client relationship existed between the attorney and business entities but does address whether it has subject-matter jurisdiction to hear claims emanating from the alleged relationship. The Court concludes the legal malpractice and fractured malpractice-based claims are improperly before it and, accordingly, dismisses all claims against the attorney-Defendant without prejudice.
* 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. OPINION
¶1 On December 4, 2025, the Court issued an Order disposing of Defendant
Tyler Goldthwaite (“Goldthwaite”)’s Amended Rule 91a Motion to Dismiss (“Amended
Rule 91a Motion”) and dismissing Plaintiff’s claims against Goldthwaite for lack of subject-
matter jurisdiction. In its Order, the Court stated a written opinion explaining its ruling
would be forthcoming. This is the Court’s opinion.
I. BACKGROUND
¶2 Michael D. Crain (“Crain”) and William Northern (“Northern”) have a
broken business and personal relationship. In 2020, the two created Northern Crain Realty
(“NC Realty”), representing buyers and sellers in various residential and commercial
property ventures. See First Amended Petition (“First Am. Pet.”) at 4-5. NC Realty has
two subsidiaries: Northern Crain Property Management, LLC and Northern Crain, LLC
(collectively, the “Northern Crain entities”). See id. at 2. On June 20, 2025, Crain filed
suit individually and on behalf of the Northern Crain entities in the 67th District Court of
Tarrant County, Texas against the following Defendants: Northern, Goldthwaite,
Crescendo Development, LLC (“Crescendo Development”), Crescendo Concerto No. 1
Management Co., LLC (“Crescendo Management”), and Woodhaven Concerto No. 1, LP
(“Woodhaven Concerto”). See Crain Original Petition at 2-3. Northern, Crescendo
Development, and Crescendo Management removed the case to the Texas Business Court
on July 9, 2025. Crain filed his First Amended Motion to Remand September 27, 2025.
The Court held a hearing and subsequently denied Crain’s remand motion.
OPINION AND ORDER, PAGE 2 ¶3 Crain filed his First Amended Petition on September 26, 2025, and nonsuited
all claims against Crescendo Development, Crescendo Management, and Woodhaven on
October 24, 2025. 1 In his First Amended Petition, Crain brings the following claims
against attorney Goldthwaite:2
1. Breach of Fiduciary Duty; 2. Fraud/Intentional Misrepresentation; 3. Negligent Misrepresentation; 4. Misappropriation of Confidential Information; and 5. Legal Malpractice (Professional Negligence).
See First Am. Pet. at 39, 30, 44-45. Crain also brings four additional claims against both
Goldthwaite and Northern for Common Law Fraud, Fraud by Non-Disclosure, Quantum
Meruit, and Conspiracy. Id. at 42-43.
¶4 As stated above, Goldthwaite filed his Amended 91a Motion on October 20,
2025, challenging all claims against him. As a threshold matter, Goldthwaite asks the
Court to find he did not have an attorney-client relationship with the Northern Crain entities
and accordingly dismiss all claims against him. See Am. 91a Mot. at 3-5, 8. He maintains
the claims against him “arise solely out of work Goldthwaite performed within the scope of
his attorney-client relationship with Northern.” Am. 91 Mot. at 11 (emphasis added).
¶5 On November 10, 2025, Crain filed his response to the Amended Rule 91a
Motion in both his individual capacity and derivatively on behalf of the Northern Crain
1 The Court notes Crain filed his Second Amended Petition on November 14, 2025. However, pursuant to the Court’s November 17, 2025, Order Sustaining Defendant Goldthwaite’s Objection, the live pleading before the Court for determining Goldthwaite’s Amended 91a Motion is Crain’s First Amended Petition.
2 Throughout his First Amended Petition, Crain uses capitalized terms to introduce his specific claims against each Defendant. The Court will use the same capitalized terms when discussing each claim.
OPINION AND ORDER, PAGE 3 Entities. Crain claims Goldthwaite “held himself out” as the Northern Crain entities’
counsel and “later betrayed [them] by assisting [] Northern in forming competing entities.”
Plaintiff’s Response to Tyler Goldthwaite’s Amended Rule 91a Motion to Dismiss (“Resp.
to Am. 91a Mot.”) at 2. Further, Crain claims that Goldthwaite “used confidential
information obtained during representation” to aid Northern and that Goldthwaite failed to
disclose he was working adverse to the Northern Crain entities. Id.
II. LEGAL STANDARD
A. Rule 91a
¶6 Texas Rule of Civil Procedure 91a allows a party to move to dismiss a cause
of action that has no basis in law or in fact. See TEX. R. CIV. P. 91a.1. It provides a cause of
action has no basis in law if “the allegations, taken as true, together with inferences
reasonably drawn from them, do not entitle the claimant to the relief sought.” Id. A cause
of action lacks basis in fact if “no reasonable person could believe the facts pleaded.” Id. A
motion to dismiss must identify each cause of action to which it is addressed and must state
specifically the reasons the cause of action has no basis in law, no basis in fact, or both.
TEX. R. CIV. P. 91a.2. In some instances, a motion to dismiss under Rule 91a is an
appropriate mechanism to challenge court’s subject-matter jurisdiction. See City of Dallas
v. Sanchez, 494 S.W.3d 722, 725 (Tex. 2016). Regardless of the basis for motion, the court
must liberally construe the pleadings “in favor of the plaintiff, look to the pleader’s intent,
and accept as true the factual allegations.” Wooley v. Schaffer, 447 S.W.3d 71, 75 (Tex.
App. 2014) (citing TEX. R. CIV. P. 91a.1).
OPINION AND ORDER, PAGE 4 B. Jurisdiction
¶7 A claim must be dismissed if it is outside the court’s jurisdiction and the
jurisdictional impediment cannot be removed. Am. Motorists Ins. v. Fodge, 63 S.W.3d 801,
805 (Tex. 2001); see also Thomas v. Long, 207 S.W.3d 334, 338 (Tex. 2006). It is proper
for a trial court to dismiss claims over which it does not have subject-matter jurisdiction
but retain claims in the same case over which it has jurisdiction. Id. at 805 (trial court
erred in dismissing all claims but the court of appeals erred in requiring the reinstatement
of all claims); see also Thomas, 207 S.W.3d at 338-39; Tex. Highway Dept. v. Jarrell, 418
S.W.2d 486, 488 (Tex. 1967) (“As applied to a pending claim for relief or cause of action,
a plea to the jurisdiction, if sustained, would require a dismissal․”).
¶8 Further, a court that lacks jurisdiction over a claim is completely without
power to do anything other than dismiss the claim. Gambill v. Town of Ponder, 494 S.W.2d
808, 810 (Tex. 1973) (a court without jurisdiction or statutory authority to hear a case
cannot transfer the case to a proper court); Fed. Underwriters Exchange v. Pugh, 141 Tex.
539, 174 S.W.2d 598, 600 (1943) (a court without jurisdiction cannot transfer a case to a
court with jurisdiction or do anything else except dismiss); see also State v. Benavides, 772
S.W.2d 271, 273 (Tex. App.—Corpus Christ 1989, writ denied) (“[I]f it is discovered that
the suit is filed in a court which is not designated by statute, the court must dismiss the case
since it is completely without power to hear the case or even transfer the case to a proper
court.”)
OPINION AND ORDER, PAGE 5 C. Legal Malpractice (Professional Negligence) and Fractured Malpractice-Based Claims
¶9 The proper characterization of claims is a question of law. See Murphy v.
Gruber, 241 S.W.3d 689, 692 (Tex. App.—Dallas 2007, pet. denied); see also Greathouse v.
McConnell, 982. S.W.2d 165, 172 (Tex. App.—Houston [14th Dist.] 1998, pet. denied).
The Texas Business Court does not have jurisdiction over a claim for legal malpractice,
regardless of whether the claim is otherwise within the court’s supplemental jurisdiction.
See TEX. GOV’T CODE. § 25A.004(h)(3). Texas has an anti-fracturing rule that has long-
prohibited splitting a single legal malpractice claim into multiple causes of action. See Pitts
v. Rivas, 709 S.W.3d 517, 523-24 (Tex. 2025) (expressly applying the anti-fracturing rule
to professional malpractice claims); see also Goffney v. Rabson, 56 S.W.3d 186, 190 (Tex.
App.—Houston [14th. Dist.] 2001, pet. denied) (Texas law does not permit a plaintiff to
fracture malpractice claims).
¶ 10 However, the bar against fracturing a legal malpractice claim does not
necessarily foreclose a plaintiff’s parallel pursuit of a negligence-based malpractice claim
and a separate breach of fiduciary duty claim. “[W]hen cases say that clients cannot divide
or fracture their negligence claims against their attorneys into other claims, this does not
mean that clients can sue their attorneys only for negligence.” Deutsch v. Hoover, Bax &
Slovacek, 97 S.W.3d 179, 189 (Tex. App.—Houston [14th Dist.] 2002, no pet.). But a
plaintiff must do more than merely reassert the same claim for legal malpractice under an
alternative label. See Kimleco Petroleum, Inc. v. Morrison & Shelton, 91 S.W.3d 921, 924
(Tex. App.—Fort Worth 2002, pet. denied). The plaintiff must present a claim that goes
OPINION AND ORDER, PAGE 6 beyond what traditionally has been characterized as legal malpractice. See id. at 924 (if the
“crux” of the claim is that the plaintiff's attorney did not provide adequate legal
representation, the claim is one for legal malpractice). The facts of the case must support
claims against the attorney for something other than traditional negligence. See Border
Demolition & Env’t, Inc. v. Pineda, 535 S.W.3d 140, 159 (Tex. App.—El Paso 2017, no pet.)
(claims for professional malpractice and breach of fiduciary duty were impermissibly
fractured because alleged breaches were part of defendant’s professional duties towards
plaintiff). A plaintiff cannot simply “repackage [] allegations under the banner of additional
claims” to avoid the application of the anti-fracturing rule. Pitts, 709 S.W.3d at 524.
III. DISCUSSION
¶ 11 Crain has expressly asserted a legal malpractice claim; he has also pleaded a
myriad of claims against Goldthwaite that are based on the same factual allegations as the
legal malpractice claim. As further discussed below, Crain’s legal malpractice claim and
his repackaged malpractice-based claims are improperly before the Court.
A. Claims
1. Legal Malpractice (Professional Negligence)
¶ 12 The parties do not dispute Crain’s claim against Goldthwaite for legal
malpractice must be dismissed for want of jurisdiction pursuant to Texas Government Code
Section 25A.004(h)(3). Accordingly, the Court finds Crain’s Legal Malpractice claim must
be dismissed without prejudice.
OPINION AND ORDER, PAGE 7 2. Fractured Malpractice-Based Claims
¶ 13 Crain cannot prevail over any remaining claims against Goldthwaite because
they are merely repackaged attempts to transform a singular allegation of Goldthwaite’s
legal malpractice into multiple claims. See Pitts, 709 S.W.3d at 524; see also Goffney, 56
S.W.3d at 190. Said differently, the gravamen of the claims is Crain’s dissatisfaction with
the quality of Goldthwaite’s professional services. Pitts, 709 S.W.3d at 524.
i. Breach of Fiduciary Duty
¶ 14 Crain’s singular claim against Goldthwaite for his breach of multiple fiduciary
duties fails. 3 See Am. Pet. at 37. Texas courts “often reject[] breach of fiduciary duty claims
under the anti-fracturing rule,” likening them to restated legal malpractice claims. Pitts,
709 S.W.3d at 527. Crain’s breach of fiduciary duty claims against Goldthwaite are no
different—he does not allege any conduct that could constitute a breach of fiduciary duty(s)
outside of Goldthwaite’s alleged professional failures. Consequently, Crain’s claim for
Breach of Fiduciary Duty must be dismissed without prejudice.
ii. Misappropriation of Confidential Information
¶ 15 Crain’s Misappropriation of Confidential Information claim is also an
improperly fractured claim. Crain argues Goldthwaite obtained “non-public information”
concerning the Northern Crain entities and “used [it], without information, for [his]
personal benefit and to facilitate the Woodhaven Acquisition.” Am. Pet. at 44. Notably,
3 Specifically, Crain alleges the twelve breaches of fiduciary duty, including but not limited to, the duty of loyalty and utmost good faith, the duty of candor, the duty to refrain from self-dealing, etc. See Am. Pet. at 37.
OPINION AND ORDER, PAGE 8 Crain states, Goldthwaite’s “conduct violates the agreements by and between Northern and
Crain.” Id. The alleged misappropriation is unequivocally derived from Goldthwaite’s
purported service as counsel for the Northern Crain entities and alleged breach of the duties
associated with such service—there are no pleaded facts suggesting otherwise. 4 Therefore,
this claim must be dismissed without prejudice.
iii. Fraud/Intentional Misrepresentation and Negligent Misrepresentation
¶ 16 Crain’s claims for Fraud/Intentional Misrepresentation and Negligent
Misrepresentation are likewise flawed. See Am. Pet. at 40-41. Crain argues, inter alia, that
Goldthwaite knowingly made material and false representations to him about the Northern
Crain entities’ business and business prospects. Id. at 40. He also claims Goldthwaite
“knew or should have known that [the] intentional concealment of forming competing
companies (Crescendo Development), pursing and accomplishing foreclosure of the WCC
lien and closing the Woodhaven Property Acquisition were false.” Id. at 40-41. The alleged
misrepresentation derives directly from Goldthwaite’s alleged attorney-client relationship
with the Northern Crain entities. The anti-fracturing rule clearly applies to these claims,
as they are recast professional negligence claims. See Tex. Pharmomedical Exports, Inc. v.
Wang, No. 14-19-00888-CV, 2021 WL 2325085, at *5 (Tex. App. June 8, 2021) (affirming
court’s dismissal of plaintiff’s claims for fraud and intentional misrepresentation under
4 As noted, Goldthwaite denies having an attorney-client relationship with Crain or the Northern Crain entities. See Am. 91a Mot. at 5. The Court does not address either the existence or scope of his alleged representation in this Opinion.
OPINION AND ORDER, PAGE 9 anti-fracturing rule). Accordingly, Crain’s Fraud/Intentional Misrepresentation and
Negligent Misrepresentation claims must also be dismissed without prejudice.
iv. General Claims Against All Defendants
¶ 17 Crain also cannot prevail on his claims against Goldthwaite for Common Law
Fraud and Fraud by Non-Disclosure. The claims are devoid of any specific allegations
against Goldthwaite but clearly derive from Goldthwaite’s alleged attorney-client
relationship with the Northern Crain entities. The anti-fracturing rule is applicable as they
are simply recast professional negligence claims. Such claims must be dismissed without
prejudice.
¶ 18 Next, there are no facts before the Court that remove Crain’s Conspiracy
allegations from under the umbrella of the alleged attorney-client relationship. Crain
alleges Goldthwaite and remaining Defendant Northern had a meeting of minds and
“combined to accomplish the unlawful act to defraud, convert, dispossess, and/or steal
funds from Plaintiff.” Am. Pet. at 43. This is a clear re-cast of Crain’s sole legal malpractice
claim under an alternative label, as the allegations stem from whether Goldthwaite failed
to properly discharge his duties as alleged counsel for the Northern Crain entities. See Pitts,
709 S.W.3d at 524; Won Pak v. Harris, 313 S.W.3d 454, 458 (Tex. App.—Dallas 2010, pet.
denied) (concluding dismissal of conspiracy claim against attorney appropriate because
claim was a fractured legal malpractice claim). The conspiracy claim against Goldthwaite
is fractured and must be dismissed without prejudice.
¶ 19 As for quantum meruit, Crain wholly fails to plead facts supporting the claim
that Goldthwaite accepted the benefits of another’s work without providing anything in
OPINION AND ORDER, PAGE 10 exchange for such benefits. However, it is clear that whatever benefit Goldthwaite allegedly
accepted was derived from his alleged representation of the Northern Crain entities. The
quantum meruit claim is simply an improperly pleaded equitable remedy that must be
dismissed without prejudice.
B. Disposition
¶ 20 The Court finds dismissal without prejudice is the proper vehicle for
dismissing all claims against Goldthwaite. This Court’s jurisdiction is established by
statute. Statutory construction is a question of law. Slant Operating, LLC v. Octane Energy
Operating, LLC, 717 S.W.3d 409, 416 (Tex. Bus. Ct. [8th Div.] 2025) (citing Cadena
Com.USA Corp. v. Tex. Alcoholic Beverage Comm’n, 518 S.W.3d 318, 325 (Tex. 2017)).
When interpreting a statute, the court will ascertain and give effect to the Legislature’s
intent. Cadena, 518 S.W.3d at 325 (quoting Tex. Mut. Ins. Co. v. Ruttiger, 381 S.W.3d 430,
452 (Tex. 2012)); see Baumgardner v. Brazos River Auth., 714 S.W.3d 597, 602 (Tex.
2025). Courts will give words and phrases their plain and common meaning unless a
different meaning is supplied by the Legislature, is apparent from the context, or would lead
to an absurd or nonsensical result. Baumgardner, 714 S.W.3d at 602; Cadena, 518 S.W.3d
at 325. Presuming the Legislature chooses words carefully, the Court must refrain from
rewriting the Legislature’s text. Cadena, 518 S.W.3d at 325.
¶ 21 Chapter 25A of the Government Code does not define “claim,” and is silent
on how the Court should dispose of claims falling outside of this Court’s jurisdiction when
the remaining claims in the same action are within the Court’s jurisdiction. Government
Code 25A.006(d) and Texas Rules of Civil Procedure Rule 355 dictate that, if the Court
OPINION AND ORDER, PAGE 11 lacks jurisdiction over a removed “action,” it must remand the “action” to the court from
which it was removed. However, Section 25A.006 does not provide a similar process for
individual claims over which the Court does not have jurisdiction—especially a claim added
to an “action” after it is removed to the Court. Notably, Section 25A.004 excludes certain
“claims” from the Court’s jurisdiction and provides for supplemental jurisdiction over
other “claims.” TEX. GOV’T CODE §25A.004(f), (g)(2)–(5), (h). The statute contemplates
that the Court may have jurisdiction over an action but not every claim asserted in the
action. See id. But it provides no guidance as to whether a claim over which the Court lacks
jurisdiction must be dismissed from the action or severed into a separate action for transfer
or remand to another court. See id. at §25A.006(b)–(d).
¶ 22 The Court utilizes the principles of statutory construction and relies on well-
established authority that, absent express statutory authority to do otherwise, a court
lacking jurisdiction over a claim is completely without power to do anything other than
dismiss it. See Gambill, 494 S.W.2d at 810; see Fed. Underwriters, 174 S.W.2d at 600.
Accordingly, the Court finds the appropriate disposition of Crain’s claims against
Goldthwaite is dismissal without prejudice.
IV. CONCLUSION
¶ 23 The Court lacks jurisdiction to hear Crain’s Legal Malpractice (Professional
Negligence) claim against Goldthwaite. See TEX. GOV’T CODE. 25.004(h)(3). Therefore, it
is ORDERED that the Legal Malpractice (Professional Negligence) claim against
Goldthwaite is DISMISSED WITHOUT PREJUDICE.
OPINION AND ORDER, PAGE 12 ¶ 24 Each of Crain’s remaining claims are impermissibly fractured malpractice-
based claims, as they concern Goldthwaite’s alleged representation of the Northern Crain
entities and whether, in that alleged representation, he exercised a degree of care, skill, and
diligence that professionals of ordinary skill and knowledge commonly possess and
exercise. Beck v. Law Offices of Edwin J. (Ted) Terry, Jr., P.C., 284 S.W.3d 416, 426–27
(Tex. App.—Austin 2009, no pet.). It is therefore ORDERED that the remaining fractured
malpractice-based claims against Goldthwaite are hereby DISMISSED WITHOUT
¶ 25 Based on the Court’s foregoing determination that it lacks subject-matter
jurisdiction to determine the merits of Goldthwaite’s Amended 91a Motion, it is hereby
ORDERED that the Amended 91a Motion is DENIED AS MOOT.
Crain’s claims against Northern remain pending.
SIGNED: December 17, 2025.
JERRY D. BULLARD Judge of the Texas Business Court, Eighth Division
OPINION AND ORDER, PAGE 13