Lensabl v. RBH SBE One

2025 Tex. Bus. 44

• Court: Texas Business Court
• Decided: November 5, 2025
• Docket: 25-BC08B-0013
• Status: Published

Opinion

FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 11/5/2025

2025 Tex. Bus. 44

THE BUSINESS COURT OF TEXAS EIGHTH DIVISION

LENSABL, INC. § § Plaintiff, § § v. § Cause No. 25-BC08B-0013 § RBH SPE ONE, LLC, ROBERT § BYRNES HOLDINGS LLC, ROBERT § BYRNES, JR., LAINIE K. BYRNES, R. § JEFF BYRNES, III, MYSTI B. § BYRNES, SARAH BYRNES, § MATTHEW SAVOY, SABER CAPITAL § LLC, and RAMON COSCOLLUELA, § § Defendants. § ══════════════════════════════════════════════════ MEMORANDUM OPINION AND ORDER ══════════════════════════════════════════════════

¶1 This opinion addresses a motion to dismiss filed September 22, 2025

by Defendants Robert Byrnes, Jr. (“Mr. Byrnes”), Lainie K. Byrnes, R. Jeff Byrnes,

III, Mysti B. Byrnes, and Sarah Byrnes (collectively, “Byrnes Defendants”). The

Motion, brought under Texas Rule of Civil Procedure 91a, challenges two causes of

action—fraud and breach of contract—and one theory of derivative liability— piercing the corporate veil. Plaintiff Lensabl, Inc. (“Lensabl”) filed its Response on

October 16, 2025, and the Court heard oral argument on October 23, 2025.

¶2 After considering the pleadings, briefs, oral arguments, and applicable

law, the Court concludes the Motion should be granted in part and denied in part.

Because the pleadings fail to state a legally cognizable claim for breach of contract

against Mr. Byrnes or for veil piercing against the Byrnes Defendants, those claims

are dismissed. The fraud claim against Mr. Byrnes, however, is adequately pleaded

and will proceed.

I. BACKGROUND

¶3 This case arises from an acquisition agreement gone awry.

¶4 In 2023, Mr. Byrnes began exploring a possible acquisition of Lensabl,

a web-based eyewear company. To pursue the deal, Byrnes engaged Ramon

Coscolluela to negotiate on behalf of two of Mr. Byrnes’s companies, RBH SPE ONE,

LLC (“RBH SPE”) and Robert Byrnes Holdings, LLC (“RBH”) (together,

“Purchasing Parties” or “the LLCs”).

¶5 Lensabl alleges that during negotiations, Coscolluela—acting as Mr.

Byrnes’s agent—assured Lensabl that Mr. Byrnes and the Purchasing Parties had

ample financial resources to complete the transaction. These assurances, Lensabl

contends, were central to its decision to move forward.

OPINION AND ORDER, PAGE 2 ¶6 Ultimately, the Purchasing Parties and Lensabl executed a detailed

written agreement under which the Purchasing Parties would acquire a 49% interest

in Lensabl for $28,990,000, with an option to purchase a majority stake within

twelve months (“Transaction Agreement”). 1 RBH SPE signed as purchaser and

RBH as guarantor.

¶7 The Transaction Agreement contemplated several closings, the first

scheduled for September 22, 2023. Section 5.14 required RBH SPE to be adequately

funded at each closing and made clear that the transaction was not conditioned on

obtaining financing. 2 RBH, as guarantor, “unconditionally and irrevocably

guarantee[d]” all obligations of RBH SPE and represented that it possessed “the

financial capacity to pay and perform its obligations.” 3

¶8 Despite these representations, the initial closing date passed without

payment. The Purchasing Parties requested more time to secure financing. Lensabl

declared them in default but offered an extension to February 15, 2024. When that

deadline also lapsed, Lensabl terminated the Agreement and sold its remaining

assets to another buyer.

¶9 Lensabl filed this suit on July 7, 2025, asserting a range of theories

against multiple defendants. The live pleading alleges:

1 See 1st Am. Pet., Ex. A. 2 Id. § 5.14. 3 Id. § 7.8(a)–(b).

OPINION AND ORDER, PAGE 3 • breach of contract against RBH SPE, RBH, and Mr. Byrnes;

• “veil piercing under Delaware law” against the Byrnes Defendants;

• negligent misrepresentation against Coscolluela;

• principal/agent liability against Mr. Byrnes and RBH; and

• fraud against Coscolluela, RBH SPE, RBH, Mr. Byrnes, and Matthew Savoy (CFO of RBH).

¶ 10 Lensabl’s veil-piercing theory alleges the LLCs were undercapitalized

and insolvent, ignored corporate formalities, and served as a facade for Byrnes

family business.

¶ 11 As to breach of contract against Mr. Byrnes individually, Lensabl

asserts that “[d]uring negotiations, Robert Byrnes agreed with Lensabl, Inc. to

transfer assets into the Purchasing Parties sufficient to perform under the

Agreement.” There are no other allegations describing any separate contract, written

or oral, between Mr. Byrnes and Lensabl.

¶ 12 Lensabl’s fraud claim rests on allegations that Mr. Byrnes represented

that he and the Purchasing Parties had a net worth exceeding the obligations of the

Agreement, that he knew this was false, and that he instructed an employee to

execute the Agreement regardless.

¶ 13 The Byrnes Defendants now move to dismiss under Rule 91a, seeking

dismissal of the veil-piercing theory and the breach-of-contract and fraud claims

against Mr. Byrnes.

OPINION AND ORDER, PAGE 4 II. LEGAL STANDARD

¶ 14 Rule 91a allows dismissal of a cause of action that has “no basis in law

or fact.” 4 “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.” 5 “A cause of action has no basis in fact if no reasonable person

could believe the facts pleaded.” 6

¶ 15 Procedurally, a Rule 91a motion must identify each challenged cause of

action and explain why it has no basis in law, fact, or both. 7 A court may not consider

evidence in ruling on a 91a motion; it must decide the motion based “solely on the

pleading of the cause of action, together with any pleading exhibits permitted by

Rule 59.” 8

¶ 16 Here, the Byrnes Defendants challenge the claims as having no basis in

law. A cause of action has no basis in law “if it is barred by an established

legal rule and the plaintiff has failed to plead facts demonstrating that the rule does

not apply.” 9 Likewise, a petition that alleges too few facts to state a viable claim—

or that merely recites legal elements without factual support—also fails to have a

4 TEX. R. CIV. P. 91a.; Reynolds v. Quantlab Trading Partners US, LP, 608 S.W.3d 549, 555 (Tex. App.— Houston [14th Dist.] 2020, no pet.) 5 TEX. R. CIV. P. 91a.1. 6 Id. 7 Reaves v. City of Corpus Christi, 518 S.W.3d 594, 606 (Tex. 2017) (citing TEX. R. CIV. P. 91a.2). 8 TEX. R. CIV. P. 91a.6; see also TEX. R. CIV. P. 59 (permitting “[n]otes, accounts, bonds, mortgages, records, and all other written instruments, constituting, in whole or in part, the claim sued on” to be attached to and made part of pleadings). 9 In re First Rsrv. Mgmt., L.P., 671 S.W.3d 653, 661 (Tex. 2023) (orig. proceeding).

OPINION AND ORDER, PAGE 5 basis in law. 10 Put differently, “inadequate content may justify dismissal because it

does not provide fair notice of a legally cognizable claim for relief.” 11

¶ 17 Although Texas follows a liberal notice-pleading standard, that

standard still requires factual substance. 12 A petition cannot survive dismissal

merely by “giv[ing] notice of the claim and the relief sought.” 13 It must provide fair

notice of the essential factual allegations supporting that claim—allegations that, if

proven, could support a judgment. 14 “Threadbare recitals of the elements of a cause

of action, supported by mere conclusory statements, do not suffice.” 15

III. ANALYSIS

A. Texas law applies to the claims at issue.

¶ 18 As a threshold matter, the Court must determine which state’s law

governs the claims at issue. Although the Transaction Agreement contains a

Delaware choice-of-law clause, Texas otherwise has the most significant

relationship to the dispute.

10 Fiamma Statler, LP v. Challis, 2020 WL 6334470, at *8, 12 (Tex. App.—Fort Worth Oct. 29, 2020, pet. denied) (mem. op.) (citing several courts of appeals adopting similar standard). 11 Id.; accord Longhorn Creek Ltd. v. Gardens of Connemara Ltd., 686 S.W.3d 418, 426 (Tex. App.—Dallas 2024, pet. filed). 12 See TEX. R. CIV. P. 45(b) (requiring pleading to at least give “fair notice to the opponent”). 13 In re First Rsrv., 671 S.W.3d at 661–62 (internal quotation marks omitted). 14 Id. at 662. 15 Smart v. Prime Mortg. & Escrow, LLC, 659 S.W.3d 155, 161 (Tex. App.—El Paso 2022, pet. denied); see also Weizhong Zheng v. Vacation Network, Inc., 468 S.W.3d 180, 186 (Tex. App.—Houston [14th Dist.] 2015, pet. denied) (“Zheng’s pleading contains merely a ʻthreadbare recital’ of the elements of a fraudulent inducement claim without any alleged facts. Accordingly, the trial court did not err by determining the claim has no basis in law or fact.”).

OPINION AND ORDER, PAGE 6 ¶ 19 In general, Texas follows the principle of party autonomy: contracting

parties may agree to be governed by the law of another state, so long as the chosen

state bears a reasonable relationship to the transaction and applying its law does not

contravene a fundamental policy of a state with a materially greater interest. 16

¶ 20 Here, the parties to the Transaction Agreement included a choice-of-

law clause dictating the application of Delaware law: 17

By its plain language, however, the clause is narrow and governs only the

interpretation and enforcement of “this Agreement.” 18 Of the claims pleaded in this

case, this would include only the breach-of-contract claim based directly on the

Transaction Agreement itself and asserted against the signatories, RBH SPE and

RBH. 19

¶ 21 The critical question, then, is which law governs Lensabl’s claims

against Mr. Byrnes individually and its veil-piercing theory against all the Byrnes

16 Exxon Mobile Corp. v. Drenman, 452 S.W.3d 319, 324–25 (Tex. 2014) (citing TEX. BUS. & COM. CODE § 1.301(a) and RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 187 (1971)). 17 1st Am. Pet., Ex. A, § 9.2. 18 Stier v. Reading & Bates Corp., 992 S.W.2d 423, 433 (Tex. 1999) (interpreting similar provision and holding, “This provision, by its terms, applies only to the interpretation and enforcement of the contractual agreement. It does not purport to encompass all disputes between the parties or to encompass tort claims.”). 19 See id.

OPINION AND ORDER, PAGE 7 Defendants. The Court agrees with the Byrnes Defendants that Texas law controls. 20

Lensabl, for its part, concedes that Texas law governs its breach-of-contract claim

against Mr. Byrnes 21 and, at oral argument, acknowledged that Texas law likewise

governs veil piercing under Section 1.104 of the Texas Business Organizations

Code. 22 This leaves only the question of which law applies to fraud.

¶ 22 For tort claims, Texas courts apply the “most significant relationship”

test. 23 Under this test, a court must consider “which state’s law has the most

significant relationship to the particular substantive issue to be resolved.” 24 On this

record, that state is Texas. According to Lensabl’s own pleadings:

• Mr. Byrnes and his representatives made the alleged misrepresentations in Texas; 25

• the Purchasing Parties are Texas entities; 26

• the Byrnes Defendants, except Jeff and Mysti Byrnes, are Texas residents; 27

• Mr. Coscolluela traveled to Texas to make the specific representations giving rise to the claims in this suit; 28 and

20 See Byrnes Defs.’ Br. Regarding Choice of Law. 21 See Lensabl, Inc.’s Briefing on Choice of Law. 22 See Oct. 23, 2025 Tr. 15:8–16:7; see also TEX. BUS. ORGS. CODE § 101.114 (liability of LLC members). 23 See Hughes Wood Prods., Inc. v. Wagner, 18 S.W.3d 202, 205 (Tex. 2000); see also RESTATEMENT (SECOND) OF CONFLICT OF LAWS §§ 6, 145. 24 Hughes, 18 S.W.3d at 205 (citing RESTATEMENT (SECOND) OF CONFLICT OF LAWS § 145); Benchmark Elecs., Inc. v. J.M. Huber Corp., 343 F.3d 719, 726–27 (5th Cir. 2003) (holding that choice-of-law provision stating “[the] Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York” applied only to the construction of the contract and not fraud claims). 25 1st Am. Pet. ¶¶ 24–25, 68–70, 80–82. 26 Id. ¶ 10. 27 Id. 28 Id. ¶¶ 10, 24–25.

OPINION AND ORDER, PAGE 8 • Mr. Savoy is a Texas resident. 29

¶ 23 Delaware, by contrast, has no meaningful connection beyond Lensabl’s

place of incorporation. There are no allegations that any negotiations occurred in

Delaware, that any misrepresentations were made there, or that any injury was

sustained there. And while Delaware is Lensabl’s state of incorporation, it is not its

principal place of business. That appears to be in California. 30

¶ 24 Accordingly, Texas law governs all claims at issue in this Motion.

B. The veil-piercing claim fails under Texas law.

¶ 25 In Texas, members and managers of a limited liability company are

generally shielded from personal liability for the company’s debts and

obligations. 31 This protection applies unless the company’s governing documents

provide otherwise—which Lensabl does not allege here. 32

¶ 26 Instead, Lensabl relies on conclusory allegations patterned after

Delaware veil-piercing principles, claiming the LLCs are inadequately capitalized,

insolvent, failed to observe corporate formalities, and served merely as a facade for

the family enterprise.

29 Id. ¶ 20. 30 Id.¶ 12. 31 TEX. BUS. ORGS. CODE § 101.114; Kennebrew v. Harris, 425 S.W.3d 588, 600 (Tex. App.—Houston [14th Dist.] 2014, pet. denied). 32 Id.

OPINION AND ORDER, PAGE 9 ¶ 27 But as Lensabl now concedes, Texas law governs this issue. And under

Texas law, the standard for disregarding the corporate form is substantially higher.

Indeed, it is not entirely settled whether Texas even permits veil piercing for LLCs. 33

Yet even assuming the doctrine applies, Lensabl’s pleadings fail to state a viable

claim under Rule 91a. A cause of action has no basis in law “if it is barred by an

established legal rule and the plaintiff has failed to plead facts demonstrating that

the rule does not apply.” 34

¶ 28 That is precisely the case here. Under Texas Business Organizations

Code Sections 101.002 and 21.223, a member or manager of an LLC may be held

liable for a matter arising from a contractual obligation of an LLC only if that person

“perpetrate[d] an actual fraud . . . primarily for the direct personal benefit” of the

33 See Key v. Richards, No. 03–14–00116–CV, 2016 WL 240773, at *3 n.4 (Tex. App.—Austin Jan. 13, 2016, no pet.) (acknowledging that the legislature has broadly insulated LLC members from liability for an LLC’s obligations, but refusing to find without clear direction from the Supreme Court that this insulation nullifies the longstanding common law establishing that corporate agents may be liable for an entity’s liabilities based on the equitable principles of veil-piercing); Rocklon, LLC v. Paris, 2016 WL 6110911, at *3–4 (Tex. App.— Beaumont Oct. 20, 2016, no pet.) (mem. op.) (“Although the Texas Supreme Court has not definitively addressed this issue, Texas intermediate courts of appeal and other jurisdictions have applied to [LLCs] the same state law principles for piercing the corporate veil as they have applied to corporations.”); McCarthy v. Wani Venture, A.S., 251 S.W.3d 573, 590 (Tex. App.—Houston [1st Dist.] 2007, pet. denied) (noting that, despite LLC statute providing that members are not individually liable for obligations of LLC, “Texas courts and other jurisdictions[] have applied to LLCs the same state law principles for piercing the corporate veil that they have applied to corporations.”); BYRON F. EGAN, EGAN ON ENTITIES: CORPORATIONS, PARTNERSHIPS AND LIMITED LIABILITY COMPANIES IN TEXAS § 5.9 (4th ed. 2023) (“Since the Tex. LLC Stats. deal expressly with the liability of Members and Managers for LLC obligations, the principles of ʻpiercing the corporate veil’ should not apply to LLCs in Texas, although there are Texas Court of Appeals decisions to the contrary and the Supreme Court has not addressed the issue.”). 34 In re First Rsrv., 671 S.W.3d at 661.

OPINION AND ORDER, PAGE 10 member or manager. 35 The Texas Supreme Court has made clear this statutory

protection is exclusive and preempts any broader common-law theories of liability. 36

¶ 29 Lensabl does not allege that any of the Byrnes Defendants—other than

possibly Mr. Byrnes—committed actual fraud. Rather, it rests on conclusory

allegations that the LLCs were not adequately capitalized and failed to observe

corporate formalities. Those allegations are legally insufficient under Section

21.223. Indeed, the statute expressly provides that individual liability may not be

imposed “on the basis of the failure . . . to observe any corporate formality.” 37

¶ 30 Nor does Lensabl allege that any Byrnes Defendant acted “primarily for

[his or her] direct personal benefit.” There is no factual allegation—let alone

explanation—as to how any of the Byrnes Defendants stood to gain personally from

the LLCs’ alleged conduct or the decision not to move forward with the proposed

acquisition.

¶ 31 In short, Lensabl pleaded a Delaware-style veil-piercing theory, only to

later concede that Texas law applies. Faced with a 91a Motion, Lensabl could have

amended its petition prior to the hearing to plead a Texas-law theory consistent with

Section 21.223. 38 It chose not to. Because the pleadings do not satisfy the narrow

35 TEX. BUS. ORGS. CODE § 21.223(a)(2), (b); Endsley Elec., Inc. v. Altech, Inc., 378 S.W.3d 15, 23 (Tex. App.— Texarkana 2012, no pet.). 36 Willis v. Donnelly, 199 S.W.3d 262, 272 (Tex. 2006). 37 TEX. BUS. ORGS. CODE § 21.223(a)(3). 38 See TEX. R. CIV. P. 91a.5 (permitting respondent to amend the challenged cause of action at least three days before the hearing).

OPINION AND ORDER, PAGE 11 standard for veil-piercing under Texas law, the Court grants the Motion as to this

claim.

C. The breach-of-contract claim against Mr. Byrnes fails as a matter of law.

¶ 32 The Court next considers whether Lensabl has adequately pleaded a

breach-of-contract claim against Mr. Byrnes in his individual capacity. The Court

concludes it has not.

¶ 33 To state a breach-of-contract claim under Texas law, a plaintiff must

allege: (1) the existence of a valid contract; (2) performance or tendered performance

by the plaintiff; (3) breach by the defendant; and (4) damages resulting from that

breach. 39

¶ 34 Lensabl’s petition contains only the following allegations in support of

its breach-of-contract claim against Mr. Byrnes 40:

39 Pathfinder Oil & Gas, Inc. v. Great W. Drilling, Ltd., 574 S.W.3d 882, 890 (Tex. 2019). 40 1st Am. Pet. ¶¶ 57–59.

OPINION AND ORDER, PAGE 12 ¶ 35 These allegations are insufficient to establish the existence of a contract

between Lensabl and Mr. Byrnes personally. To be clear, Lensabl does not allege that

Mr. Byrnes was a party to the Transaction Agreement. In fact, elsewhere in the

petition, Lensabl acknowledges that the only parties to the Transaction Agreement

are the LLCs themselves—RBH and RBH SPE. 41 A review of the Agreement

confirms this; Robert Byrnes is not a signatory. 42

¶ 36 This leaves only the possibility that Lensabl is alleging some other,

unidentified agreement. Yet the petition does not describe the supposed agreement’s

material terms, when or how it was formed, who the parties were, or what

consideration supported it.

41 Id. ¶ 27. 42 1st Am. Pet., Ex. A.

OPINION AND ORDER, PAGE 13 ¶ 37 This omission is fatal to the claim. Under Rule 91a, a cause of action

has no basis in law when it alleges too few facts to demonstrate a viable right to

relief. 43 A plaintiff must plead the essential elements of its claim with enough factual

detail that, if proven, would support a judgment. 44 Lensabl’s petition does not meet

this threshold.

¶ 38 Accordingly, the Court grants the Motion as to the breach-of-contract

claim against Mr. Byrnes individually.

D. The fraud claim against Mr. Byrnes is adequately pleaded.

¶ 39 The Court next addresses the final challenged claim—common-law

fraud against Mr. Byrnes. After reviewing the pleadings, the Court concludes that

Lensabl has adequately stated a claim.

¶ 40 To plead common-law fraud under Texas law, a plaintiff must allege: (1)

the defendant made a false, material representation; (2) the defendant knew it was

false or made it recklessly without knowledge of its truth; (3) the defendant intended

that the plaintiff rely on the representation; (4) the plaintiff justifiably relied on the

representation; and (5) the plaintiff suffered an injury as a result. 45

¶ 41 Although Lensabl’s factual allegations are concise, they do satisfy the

minimum requirements for sufficiency. Lensabl alleges that:

43 Fiamma Statler, 2020 WL 6334470, at *8 (citing several courts of appeals adopting similar standard). 44 In re First Rsrv., 671 S.W.3d at 661–62. 45 See Int’l Bus. Machs. Corp. v. Lufkin Indus., LLC, 573 S.W.3d 224, 228 (Tex. 2019); Barrow-Shaver Res. Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471, 496 (Tex. 2019).

OPINION AND ORDER, PAGE 14 • Mr. Byrnes hired Ray Coscolluela to negotiate the acquisition of Lensabl; 46

• Mr. Coscolluela represented that Mr. Byrnes and the LLCs were adequately capitalized to complete the acquisition; 47

• Mr. Coscolluela acted “as an agent of Robert Byrnes”; 48

• Mr. Byrnes himself “made material representations to Lensabl, Inc. that the Purchasing Parties were adequately capitalized to perform under the Agreement”; 49

• when Matthew Savoy “alerted Robert Byrnes to the falsity of the representations in the Agreement,” Mr. Byrnes nevertheless instructed him to sign the Agreement; 50 and

• once Lensabl entered into the Transaction Agreement, it was precluded from seeking out other deals. 51

¶ 42 Taken as true, these allegations satisfy each element of fraud. Lensabl

pleads a specific material misrepresentation—that Mr. Byrnes and the LLCs were

adequately capitalized—and alleges that Mr. Byrnes knew the representation was

false. It further alleges reliance, asserting that Lensabl entered into the Transaction

Agreement based on those assurances, and that it suffered injury because doing so

prevented it from pursuing other opportunities.

46 1st Am. Pet. ¶¶ 1, 23. 47 Id. ¶¶ 2, 25. 48 Id. ¶ 48. 49 Id. ¶ 81. 50 Id. ¶ 85. 51 Id. ¶¶ 2, 25.

OPINION AND ORDER, PAGE 15 ¶ 43 While the allegations are sparse, they are sufficient under Texas’s

liberal pleading standard to give fair notice of the claim and its factual basis.

Accordingly, the Court denies the Motion as to the fraud claim against Mr. Byrnes.

IV. CONCLUSION

¶ 44 Consistent with this opinion, the Court GRANTS IN PART and

DENIES IN PART the Byrnes Defendants’ Motion to Dismiss. The veil-piercing

theory against all Byrnes Defendants and the breach-of-contract claim against Mr.

Byrnes are dismissed with prejudice. The common-law fraud claim against Mr.

Byrnes remains pending.

IT IS SO ORDERED.

BRIAN STAGNER Judge of the Texas Business Court, Eighth Division

SIGNED: November 5, 2025

OPINION AND ORDER, PAGE 16