Simpson v. Simson

Opinion

FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 7/29/2026 2026 Tex. Bus. 52

THE BUSINESS COURT OF TEXAS EIGHTH DIVISION

JANICE L. SIMPSON, § § Plaintiff, § § v. § Cause No. 25-BC08A-0012 § BOBBY R. SIMPSON and HARDBALL § EXPRESS LLC, § § Defendants. §

MEMORANDUM OPINION

¶1 Before the Court are competing summary judgment motions: Plaintiff’s

Motion for Partial Summary Judgment & No Evidence Summary Judgment as to

Affirmative Defenses (“Janice’s Motion” or “Pl.’s Mot.”), filed March 13, 2026, and

Defendants’ Motion for Summary Judgment [Unredacted] (“Defendants’ Motion” or

“Defs.’ Mot.”), also filed March 13, 2026. The Court issued its Interlocutory Order on

Plaintiff’s Motion for Partial Summary Judgment & No Evidence Summary Judgment as to

Affirmative Defenses and Defendants’ Motion for Summary Judgment (“Interlocutory Order”) on April 30, 2026. The Interlocutory Order promised an Opinion further detailing

its findings and conclusions. 1 Interlocutory Order at 4. This is the Opinion.

I. FACTUAL AND PROCEDURAL BACKGROUND

¶2 Plaintiff Janice L. Simpson (“Janice”) and Defendant Bobby R. Simpson

(“Bob”) married in 1998. Defs.’ Mot. at 7. During their marriage, Bob acquired partial

ownership of the Texas Rangers (“Rangers”) baseball team and corresponding Class A, B,

and E share ownership units (“Original Retained Interest”). Id. Bob possessed the Original

Retained Interest both individually and as a member of Defendant Hardball Express LLC

(“HBE”) (together with Bob, “Defendants”). Id.

¶3 Janice and Bob began divorce proceedings in Tarrant County, Texas in 2016

and were officially divorced pursuant to an Agreed Final Decree of Divorce (the “Agreed

Decree”) in September 2021. Plaintiff’s Second Amended Petition [Unredacted] (“Sec.

Am. Pet.”) at 5. The Agreed Decree specifically divided, inter alia, the Original Retained

Interest within HBE. Pl.’s Mot., Ex. B. at 153-78; Defs.’ Mot. at 127-51. The Agreed Decree

awarded both Janice and Bob portions of the Original Retained Interest. Pl.’s Sec. Am. Pet.

at 5. However, Bob maintained complete record ownership of the Original Retained

Interest because Major League Baseball would not approve Janice as a Rangers share

owner. Defs.’ Mot. at 6. As a workaround, the Agreed Decree established a Constructive

Trust for the Original Retained Interest. 2 Pl.’s Mot., Ex. B. at 169; Defs.’ Mot. at 143.

1 See, infra, at 5-6. 2 Janice’s attorneys drafted the provisions of the Agreed Decree relevant to this dispute. Pl.’s Mot., Ex. C., at 329; Defs.’ Mot. at 57, 125.

MEMORANDUM OPINION | PAGE 2 ¶4 As stated, under the Constructive Trust, Bob controlled and held Janice’s

awarded Original Retained Interest in his name (“Interests Held in Trust”). Sec. Am. Pet.

at 5; Defs.’ Mot. at 6. Bob served as constructive trustee and Janice as sole beneficiary.

Sec. Am. Pet. at 5. The Constructive Trust also prescribed Bob’s behavior should the

Rangers issue a capital call or should Janice choose to sell her Interests Held in Trust. Sec.

Am. Pet. at 2; Pl.’s Mot., Ex. B. at 171; Defs.’ Mot. at 6-9. Most pertinent are the

Constructive Trust provisions found in the Agreed Decree’s Section 16.1(d), including

Section 16.1(d)(1)(d) (“Section D”):

If RBE or HBE makes a call for capital and B.R. SIMPSON is not expressly obligated to make a capital contribution pursuant to the terms of a governing document, then IT IS ORDERED that B.R. SIMPSON, at his election and without any liability by or to J. SIMPSON, may from his separate property, and only from his separate property (i) make a loan to the subject company as per the terms of the subject company agreement or (ii) make the requested capital contribution, as B.R. SIMPSON shall determine in his sole discretion, and (x) IT IS ORDERED that J. SIMPSON shall not be liable for payment of any portion of the capital call, and (y) IT IS ORDERED that B.R. SIMPSON shall have the right to receive any additional units issued by the subject company as a result of such additional contribution, even if such issuance is dilutive to the Interests Held in Trust.

Pl.’s Mot., Ex. B. at 171 (emphasis omitted); Defs.’ Mot. at 32.

¶5 Since the Agreed Decree’s finalization in September 2021, the Rangers have

issued three capital calls: March 2025 (“March Capital Call”), August 2025 (“August

Capital Call”), and February 2026. Sec. Am. Pet. at 2-3; Defs.’ Mot. at 11, 245-55. Bob

participated in each capital call using his separate property. Defs.’ Mot. at 11, 245-55; Sec.

Am. Pet. at 2-3. It is undisputed Bob did not notify Janice of the March Capital Call but did

notify her of the other capital calls. Sec. Am. Pet. at 2. Janice claims Bob insisted the

MEMORANDUM OPINION | PAGE 3 Agreed Decree forbids Janice’s participation in capital calls. Id. Janice did not participate

in any capital call. See id. at 8-11, 12.

¶6 In June 2025, Bob entered into Unit Transfer Agreements (“UTAs”),

whereby he contracted with another Rangers owner to sell certain Class B units in three

installments. See Defs.’ Mot. at 12, 256-79. The sale includes Bob’s Class B Original

Retained Interest and other units awarded him in the Agreed Decree. Id. Bob did not notify

Janice when he entered into the UTAs. Sec. Am. Pet. at 2. Only one of the three

installments has since closed and Bob still controls Janice’s Interests Held in Trust, despite

her unsuccessful efforts to sell. Defs.’ Mot. at 12, 96, 99, 256-79.

¶7 Also in June 2025, Janice sued Bob for breach of fiduciary duty, breach of

contract, and fraud by nondisclosure. Sec. Am. Pet. at 3. Janice maintains Bob diluted

and/or devalued her Interests Held in Trust when he did not notify her of the March Capital

Call. Sec. Am. Pet. at 8. She insists the Agreed Decree permits her to participate, at her

election, in Rangers’ capital calls. Id. at 2. Moreover, Janice claims Bob violated the

Agreed Decree’s tag-along provision by failing to notify her he contracted to dispose more

than 50% of his Original Retained Interest. Id. at 6.

¶8 Janice filed her summary judgment motion on March 13, 2026, seeking

judgment as a matter of law on her breach of fiduciary duty and breach of contract claims,

and on Defendants’ affirmative defenses. Pl.’s Mot. at 27. Bob responds the Agreed Decree

lets him acquire shares without liability to Janice’s Interests Held in Trust. Defendants’

MEMORANDUM OPINION | PAGE 4 Response to Plaintiff’s Motion for Partial Summary Judgment & No Evidence Summary

Judgment as to Affirmative Defenses (“Defs.’ Resp.”) at 5.

¶9 Defendants filed their competing summary judgment motion also on March

13, 2026. In their motion, Defendants argue Janice’s claims fail because Bob was not

obligated, as a fiduciary or under the Agreed Decree, to expand Janice’s Interests Held in

Trust but, even assuming, arguendo, he was obligated, Section D alleviates any liability

resulting from his capital call participation. Defs.’ Mot. at 6-7 (“Bob, as a trustee, is only

obligated to maintain the assets ordered to be included and the beneficiary cannot

unilaterally expand the scope of the court-ordered trust.”). Defendants also seek summary

judgment claiming Bob did not sell more than 50% of his Original Retained Interest to

trigger tag-along rights and, alternatively, the UTAs did not damage Janice. Id. at 7.

¶ 10 Janice disagrees. She claims (1) the Agreed Decree allows her capital call

participation and only permits Bob to dilute her Interests Held in Trust if she declines to

participate in capital calls, and she claims (2) the UTAs comprised more than 50% of Bob’s

Original Retained Interest in HBE. Plaintiff’s Response to Defendants’ Motion for

Summary Judgment at 4-5.

¶ 11 In its Interlocutory Order, the Court specifically denied Janice’s Motion on

her breach of contract claims against Defendants and as to Defendants’ affirmative

defenses. Interlocutory Order at 2. The Court further denied Janice’s Motion on all breach

of fiduciary duty claims, but took under advisement her breach of fiduciary duty claim

arising out of Bob’s failure to notify her of the March Capital Call. Id. The Court requested

MEMORANDUM OPINION | PAGE 5 further briefing addressing Janice’s ability to obtain equitable relief for her breach of

fiduciary duty claim arising from the March Capital Call. Id.

¶ 12 The Interlocutory Order also granted Defendants’ Motion on Janice’s breach

of contract claims, fraud by nondisclosure claims, and on all but one of Janice’s breach of

fiduciary duty claims. Interlocutory Order at 2. Pending further briefing, the Court

withheld its finding on Janice’s breach of fiduciary duty claim arising from Bob’s failure to

notify her of the March Capital Call. Id. Janice subsequently notified the Court she seeks

no equitable relief for Bob’s alleged breach. See Plaintiff’s Brief Regarding Equitable Relief

for Defendants’ Breach of Duty to Notify (“Pl.’s Equit. Rel. Br.”).

II. LEGAL STANDARD

A. Traditional Summary Judgment Motion

¶ 13 In a traditional motion for summary judgment, the movant has the burden of

showing there is no genuine issue of material fact and he is entitled to judgment as a matter

of law. TEX. R. CIV. P. 166a(c); Am. Tobacco Co. v. Grinnell, 951 S.W.2d 420, 425 (Tex.

1997). To prevail on a traditional summary judgment motion, a defendant must either

conclusively negate at least one essential element of each of the plaintiff’s causes of action

or conclusively establish each element of an affirmative defense. Id. Evidence is conclusive

only if reasonable people could not differ in their conclusions. City of Keller v. Wilson, 168

S.W.3d 168 S.W.3d 802, 816 (Tex. 2005). Once the movant establishes a right to summary

judgment as a matter of law, the burden shifts to the nonmovant to present evidence raising

MEMORANDUM OPINION | PAGE 6 a genuine issue of material fact. Wal-Mart Stores, Inc. v. Xerox State & Loc. Sols., Inc., 663

S.W.3d 569, 584-85 (Tex. 2023).

B. No-Evidence Summary Judgment Motion

¶ 14 A no-evidence summary judgment is akin to a pretrial directed verdict.

Mathis v. Restoration Builders, Inc., 231 S.W.3d 47, 50 (Tex. App.—Houston [14th Dist.]

2007, no pet.). Here, the movant represents there is no evidence of one or more essential

elements of the claims for which the nonmovant bears the burden of proof at trial. TEX. R.

CIV. P. 166a(i); Lowe’s Home Ctrs., Inc. v. GSW Mktg., Inc., 293 S.W.3d 283, 287 (Tex.

App.—Houston [14th Dist.] 2009, pet. denied). The Court sustains a no-evidence summary

judgment when:

1. There is a complete absence of evidence of a vital fact;

2. The court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact;

3. The evidence offered to prove a vital fact is no more than a mere scintilla; or

4. The evidence conclusively establishes the opposite of the vital fact.

Lowe’s, 293 S.W.3d at 287-88 (citing Merrell Dow Pharms., Inc. v. Havner, 953 S.W.2d

706, 711 (Tex. 1997)). “Evidence does not exceed a scintilla if it is so weak as to do no

more than create a mere surmise or suspicion” that the challenged fact exists. Akin, Gump,

Strauss, Hauer & Feld, L.L.P. v. Nat’l Dev. & Research Corp., 299 S.W.3d 106, 115 (Tex.

2009) (internal quotations omitted).

MEMORANDUM OPINION | PAGE 7 III. ANALYSIS

¶ 15 At the heart of Janice and Bob’s dispute is their varied interpretations of the

Agreed Decree. 3 See Pl.’s Mot. at 16. The parties have moved for summary judgment on

the same causes of action. The Court addresses each party’s motion in turn.

A. JANICE’S PARTIAL SJ MOTION: TRADITIONAL

a. Janice’s Fiduciary Duty Claims

¶ 16 For reasons stated herein, Janice’s fiduciary-related claims against Bob fail

as a matter of law except her claim arising out of Bob’s failure to disclose the March Capital

Call. A plaintiff must prove each of the following elements to prevail on a breach of

fiduciary duty claim:

1. The existence of a fiduciary duty; 2. Breach of the duty; 3. Causation; and 4. Damages resulting from the breach.

First United Pentecostal Church of Beaumont v. Parker, 514 S.W.3d 214, 220 (Tex. 2017);

see also White v. White, 704 S.W.3d 250, 269 (Tex. App.—El Paso 2024, no pet.). A

fiduciary duty arises “as a matter of law in certain formal relationships, including attorney-

client, partnership, and trustee relationships.” Ins. of N. Am. v. Morris, 981 S.W.2d 667,

674 (Tex. 1998). A trustee-beneficiary relationship gives rise to a fiduciary duty as a matter

of law. Meyer v. Cathey, 167 S.W.3d 327, 330 (Tex. 2005).

3 Neither Janice nor Bob contend the Agreed Decree is ambiguous. Sec. Am. Pet. at 16 (“[T]he parties agree that the Decree is unambiguous.”).

MEMORANDUM OPINION | PAGE 8 ¶ 17 Fiduciary duties apply to constructive trusts. A constructive trust is court-

created equitable remedy aimed at preventing unjust enrichment. Omohundro v. Matthews,

S.W.2d 401, 410 (1960); George Gleason Bogert & George Taylor Bogert, The Law of

Trusts and Trustees § 471 (rev.2d ed. 1983) (“The court may issue a decree that the

defendant convey [property] to the plaintiff.”). The constructive trust document declares a

constructive trustee and directs the trustee on conveying trust property to the plaintiff. Id.

A constructive trustee has several fiduciary obligations directed at protecting the

beneficiary’s interest, including a duty to administer the trust for the benefit of its

beneficiaries. Huie v. DeShazo, 922 S.W.2d 920, 924 (Tex. 1996); McLendon v. McLendon,

862 S.W.2d 662, 670 (Tex. App.—Dallas 1993, writ denied). Notably, a constructive trust

may contain exculpatory language permitting a trustee to act in a manner that may

otherwise constitute a breach of duties. See, e.g., Tex. Com. Bank, N.A. v. Grizzle, 96 S.W.3d

240, 248 (Tex. 2002); Clifton v. Hopkins, 107 S.W.3d 755, 761 (Tex. App.—Waco 2003,

no pet.).

¶ 18 A plaintiff seeking actual damages for a breach of fiduciary duty must satisfy

all requisite elements. Parker, 514 S.W.3d at 220. Courts may also impose equitable

remedies for breaching a fiduciary duty. ERI Consulting Eng’rs, Inc. v. Swinnea, 318 S.W.3d

867, 873 (Tex. 2010); Grant Me the Wisdom Found., Inc. v. Boyar, 716 S.W.3d 916, 929

(Tex. App.—Houston [14th Dist.], pet. denied) (equitable remedies available in some

circumstances for a breach of fiduciary duty). “[T]he central purpose of [an equitable]

remedy is to protect relationships of trust from an agent’s disloyalty or other misconduct.”

MEMORANDUM OPINION | PAGE 9 Id. (citing Burrow v. Arce, 997 S.W.2d 238 (Tex. 1999) (upholding remedy of forfeiture

upon attorney’s breach of fiduciary duty)). If a plaintiff proves the duty’s existence and

breach, equitable relief may be available even absent proof of causation and damages.

Boyar, 716 S.W.3d at 929 (citing Burrow, 997 S.W. 2d at 240). A court may award an

equitable remedy even if the fiduciary does not obtain a benefit from violating his duty.

Diakiw v. Stites Mgmt., L.L.C., 693 S.W.3d 582, 598 (Tex. App.—Houston [14h Dist.]

2023, no pet.) (citing Daniel v. Falcon Interest Realty Corp., 190 S.W.3d 177, 185 (Tex.

App.—Houston [1st Dist.] 2005, no pet.)).

¶ 19 The summary judgment evidence before the Court expressly delineates Bob’s

fiduciary duties. The Agreed Decree categorizes Bob’s duties:

The Parties agree and IT IS FURTHER ORDERED that constructive trustee, B.R. SIMPSON shall act in a fiduciary capacity with respect to the Interests Held in Trust and as a fiduciary, IT IS ORDERED that B.R. SIMPSON shall owe J. SIMPSON the highest degree of loyalty and full disclosure with respect to [the Duty to Preserve]”

Pl.’s Mot., Ex. B. at 169 (emphasis omitted). Section D delineates Bob’s fiduciary

obligations to Janice with respect to capital call contributions and the Interests Held in

Trust:

d. If RBE or HBE makes a call for capital and B.R. SIMPSON is not expressly obligated to make a capital contribution pursuant to the terms of a governing document, then IT IS ORDERED that B.R. SIMPSON, at his election and without any liability by or to J. SIMPSON, may from his separate property, and only from his separate property (i) make a loan to the subject company as per the terms of the subject company agreement or (ii) make the requested capital contribution, as B.R. SIMPSON shall determine in his sole discretion, and (x) IT IS ORDERED that J. SIMPSON shall not be liable for payment of any portion of the capital call, and (y) IT IS ORDERED that B.R.

MEMORANDUM OPINION | PAGE 10 SIMPSON shall have the right to receive any additional units issued by the subject company as a result of such additional capital contribution, even if such issuance is dilutive to the Interests Held in Trust.

Id. at 171 (emphasis omitted). Section D provides a fiduciary shield for Bob, absolving him

of any liability should he dilute Janice’s shares. 4 Pl.’s Mot., Ex. B at 171 (emphasis

omitted); Defs.’ SJ Mot. at 32.

1. Duty of Loyalty

¶ 20 The summary judgment evidence demonstrates Bob self-dealt and breached

his fiduciary duty of loyalty to Janice; however, Janice cannot prevail on her claim because

Bob’s conduct is expressly permitted and/or Janice was not damaged by Bob’s breach.

Fiduciaries, among other duties they may owe, generally owe their principals a duty of

loyalty. See Dandachli v. Active Motorwerks, Inc., No. 03-19-00494-CV, 2021 WL

3118437, at *5 (Tex. App.—Austin 2021, no pet.) (mem. op.); Wolf v. Ramirez, 622 S.W.3d

126, 142 (Tex. App.—El Paso 2020, no pet.). The duty of loyalty is synonymous with the

duty against self-dealing. White, 704 S.W.3d at 269. In a self-dealing claim, the fiduciary

uses the advantage of his position to gain a benefit or profit at the expense of those to whom

he owes a fiduciary duty. See Roels v. Valkenaar, No. 03-19-00502-CV, 2020 WL 4930041,

at *6 (Tex. App.—Austin 2020, no pet.) (mem. op.) (to establish “a claim for breach of

fiduciary duty based on self-dealing, a plaintiff must demonstrate that the fiduciary

obtained a benefit for itself either at the expense of its principal or without equally sharing

4 The Agreed Decree’s Section 16.1(d)(1)(e) also absolves Bob of liability for diluting Jance’s interest if he uses his separate property to fund mandatory capital calls. Pl.’s Mot., Ex. B. at 171.

MEMORANDUM OPINION | PAGE 11 the benefit with the principal”) (citing KCM Fin. LLC v. Bradshaw, 457 S.W.3d 70, 83 (Tex.

2015) (holding the “essence” of self-dealing is fiduciary’s misappropriating for itself what

“would have been a shared benefit” with principal); see also Mims-Brown v. Brown, 428

S.W.3d 366, 374-75 (Tex. App.—Dallas 2014, no pet.) (recognizing “[s]elf-dealing can be

generally defined as an occurrence in which the fiduciary uses the advantage of his position

to gain a benefit at the expense of those to whom he owes a fiduciary duty.”). Thus, there

can be no finding of self-dealing in the absence of evidence a fiduciary profited from his

actions. See Gillespie v. Hernden, 516 S.W.3d 541, 555 (Tex. App.—San Antonio 2016, pet.

denied) (concluding plaintiff’s claim attorney engaged in self-dealing was unsupported by

the record where evidence conclusively proved benefit to attorney was shared equally with

clients).

¶ 21 Janice’s motion lists multiple instances where Bob allegedly breached his

duty of loyalty:

1. When Bob entered into UTAs to sell more than 50% of his Original Retained Interest;

2. When Bob failed to notify her of the March Capital Call and when Bob disallowed her participation in the August Capital Call; and

3. When Bob voted for issuing capital calls and when Bob voted in manners benefitting the Rangers instead of Janice.

Pl.’s Mot. at 19, 21-22.

i. Bob’s UTAs

¶ 22 Janice cannot prevail on her claim Bob breached his duty of loyalty by

entering into and failing to notify Janice of the UTAs because the contract did not trigger

MEMORANDUM OPINION | PAGE 12 the Agreed Decree’s Section 16.1(d)(1)(f) (“Section F”). Section F contains a tag-along

provision prescribing Bob’s actions should he dispose 50% of his Original Retained Interest:

B.R. SIMPSON may Dispose of up to 50% of his Original Retained Interest . . . in HBE and/or RBE, at any time and from time to time in his sole discretion, without restriction hereunder. If B.R. SIMPSON elects at any time to Dispose more than 50% of his Original Retained Interest in HBE and/or RBE (calculated cumulatively, whether in one or more separate transactions), IT IS ORDERED that B.R. SIMPSON shall provide J. SIMPSON with 15 day’s prior written notice of such proposed Disposition, including the material terms of the proposed Disposition, and J. SIMPSON shall then have the right and option, exercisable in her sole discretion within such 15-day notice period, to elect to treat the proposed Disposition as including a pro rata share of the Interests Held in Trust.

Pl.’s Mot., Ex. B. at 171-72 (emphasis omitted). Plainly, if Bob sells Bob’s 50% of his

Original Retained Interest, Section F lets Janice join her pro rata ownership interests with

Bob’s sale.

¶ 23 Janice alleges Bob’s contract to sell approximately 18 Class B Units disposed

over 50% of his Original Retained Interest and triggered her rights under Section F. Pl.’s

Mot. 13-14. By failing to notify her of the sale, Janice alleges she lost the opportunity to

sell her shares to a third party. Sec. Am. Pet. at 13, 14; Pl.’s Mot. at 24 (“Had Janice

participated in the June UTAs, as was her right, she would now have cash instead of illiquid

shares controlled by a self-dealing fiduciary.”).

¶ 24 Defendants disagree. Bob does not contest he owned approximately 18 Class

B units, but argues only 9 Class B Units comprised his Original Retained Interest. Defs.’

Mot. at 24, 131, 245 (listing partitioned unit amounts). Bob states he acquired 9 additional

Class B units in March 2025 and those 9 later-acquired Class B units can never be counted

MEMORANDUM OPINION | PAGE 13 as part of his Original Retained Interest. Id. He claims he “only sold those units originally

awarded to [him in the Agreed Decree]” and claims the sale amount did not trigger Section

F’s 50% provision. Defs.’ Resp. at 12; Defs’ SJ Mot. at 25. In sum, Bob claims Janice is

combining all his Class B shares together when only half were Original Retained Interest

shares able to trigger Section F. Alternatively, Defendants contend Janice suffered no

damages from Bob’s sale because Janice still retains her Class B units as originally valued.

Defs.’ Mot. at 26, 101.

¶ 25 The Court finds the UTAs did not trigger Section F and, therefore, Bob did

not violate its tag-along provision. As a threshold matter, Bob did not sell more than 50%

of his Original Retained Interest. Defined above, “Original Retained Interest” is Bob’s

court-awarded and partitioned interest in HBE. Pl.’s Mot., Ex. B. at 172; Defs.’ Resp. at 12;

Defs.’ Mot. at 24-25. The Agreed Decree awarded 49 HBE units as Janice’s Interests Held

in Trust and awarded Bob 36 HBE units as his Original Retained Interest. Pl.’s Mot., Ex.

B. at 153-54. There were originally 9 Class B shares within Bob’s 36 HBE units. Defs.’

Mot. at 130-31. Indeed, Bob acquired an additional 9 Class B units via the March Capital

Call, but the later-acquired 9 Class B units were not included in the UTAs. Id. at 245.

¶ 26 In contracting to sell 9 Class B units of his 36 HBE units, Bob contracted to

dispose only 25% of his Original Retained Interest. This percentage is well-below Section

F’s threshold and, therefore, did not trigger his obligation to provide Janice with 15 days’

prior written notice of the proposed sale. Bob could not breach any duty with respect to the

UTAs because Section F was never triggered. Therefore, Bob did not violate his duty of

MEMORANDUM OPINION | PAGE 14 loyalty owed to Janice as it relates to the UTAs. Janice’s Partial SJ Motion on this ground

must be DENIED.

ii. Bob and the Capital Calls

¶ 27 Janice cannot prevail on her claim Bob breached his duty of loyalty by failing

to notify her of the March Capital Call because Section D exculpates Bob and Janice did not

sustain any recoverable damages by his breach. In a letter from her counsel to Bob, Janice

claims the Agreed Decree imposed a duty of loyalty applicable to capital call disclosures.

Pl.’s Mot., Ex. R. at 483. In support, she cites the Agreed Decree’s duty to disclose

language:

[W]ithin 24 hours of receipt . . . [Bob shall furnish to Janice] true, correct, complete copies of any written digital information [Bob] receives regarding [] HBE, and/or the Interests Held in Trust solely to the extent that such information is generally made available to all owners of the RBE.

Id. (quoting Pl.’s Mot., Ex. B at 175). She furthers, “[h]ad Ms. Simpson received the

required copy of the Notice, she would have made the necessary capital contribution from

her separate property to ensure that the issuance of additional units was not dilutive to the

interests held in the Constructive Trust.” Id., Ex. R. at 483.

¶ 28 For his part, Bob argues Section D’s exculpatory language “is an exception to

such generic statements of fiduciary duty.” Defs.’ Mot. at 21; Defs.’ Resp. at 8. He urges

the Agreed Decree must be interpreted “in light of the operative text’s surrounding words

and structure.” Id. (citing U.S. Polyco, Inc. v. Tex. Cent. Bus. Lines Corp., 681 S.W.3d 388

at 390 n.3 (Tex. 2023)). Notwithstanding, Bob insists “Janice has not suffered any harm

MEMORANDUM OPINION | PAGE 15 based on any lack of notice” and “any alleged violation of the notice provision is harmless.”

Id. at 27.

¶ 29 The Court finds Bob should have notified Janice of the March Capital Call. It

is undisputed Bob had 24 hours from receipt of information regarding shares (i.e.: capital

calls) to contact Janice but he did not. Pl.’s Mot., Ex. B. at 175. But while the evidence

supports Bob put his own interests (a desire to grow his Rangers shares) above preserving

Janice’s Interests Held in Trust, Section D permits such behavior. Further, despite Bob’s

skirting his notification duty, Janice was not damaged in any manner uncontemplated or

unpermitted by Section D. Janice’s hypothetical capital call participation only lends itself,

at best, to non-recoverable speculative damages. Checker Bag Co., a Div. of Checker Food

Pro. Co. v. Washington, 27 S.W.3d 625, 634 (Tex. App.—Waco 2000, pet. denied) (largely

speculative profits are not recoverable as damages); See Ramco Oil & Gas Ltd. v. Anglo-

Dutch (Tenge) L.L.C., 207 S.W.3d 801, 808 (Tex. App.—Houston [14th Dist.] 2006, pet.

denied) (in breach of contract action, plaintiff cannot recover profits that are largely

speculative and derivative of “chancy business opportunities.”). 5 Notwithstanding, Janice

seeks no equitable relief from Bob’s breach. See Pl.’s Equit. Rel. Br. Janice’s Motion must

be DENIED because she has not satisfied the requisite elements to prevail on this claim.

5 The Court notes Janice’s claim she would have participated in the March Capital Call had she received notice directly contradicts Janice’s long-held intention to sell her shares and rid herself of Rangers obligations.

MEMORANDUM OPINION | PAGE 16 iii. Bob’s Votes

¶ 30 Bob did not breach his duty of loyalty to Janice by voting for Rangers’ capital

calls, nor did Bob breach his duty of loyalty to Janice by voting to benefit the Rangers over

Janice. By way of background, in early 2025 and again in August 2025, Bob and the

Rangers’ board voted for and approved issuing capital calls. Pl.’s Mot. at 11. Janice relies

on the Agreed Decree’s Section 16.1(d)(1)(c) (“Section C”) to claim Bob should have voted

in a manner that preserved her Interests Held in Trust over the Rangers’ benefit. Id. at 13.

She claims Bob’s vote for capital calls devalued her ownership interest. Id. Bob does not

disagree the March Capital Call and the August Capital Call devalued her interest, but

insists the Agreed Decree lets him vote for capital calls despite any resulting share

devaluation. Pl.’s Mot., Ex. C. at 333 ([“The vote] was permitted to dilute her, as provided

in the divorce decree. It’s black and white.”). Bob further avers his votes are consistent

with the fiduciary duties he owes the Rangers. Defs.’ Mot. at 23.

¶ 31 Bob was permitted to exercise his voting rights as a Rangers board member

and under the Agreed Decree. Section C forbids Bob from voting in a manner causing Janice

dilution relative to any other member with her same unit shares:

IT IS ORDERED that neither B.R. SIMPSON nor any entity controlled by B.R. SIMPSON shall vote any of the Simpson Baseball Interest in favor of taking any action that could dilute or devalue the Interests Held in Trust to a greater degree (determined on a pro rata basis per unit of membership interest) than the other owners of membership interests of the same class as the Interests Held in Trust, including but not limited to the Simpson Baseball Interest retained by B.R. SIMPSON. Whenever the organizational documents or applicable law give B.R. SIMPSON the right, privilege, option, duty, or obligation to vote the units, shares, or interests titled in his name or in the name of HBE (hereafter called “voting rights”), or call for a vote by all who

MEMORANDUM OPINION | PAGE 17 are record title holders of the units, shares or interests, then, subject to the MLB Rules and Regulations, IT IS ORDERED that neither B.R. SIMPSON nor an entity controlled by B.R. SIMPSON, shall exercise such voting rights to vote, consent, or approve any action or omission by the business organization that would dilute or devalue the Interests Held In Trust to a greater degree (determined on a pro rata basis per unit of membership interest) than the other owners of membership interests of the same class as the Interests Held in Trust.

Defs.’ Mot. at 144 (emphasis omitted). Section C speaks to capital call requests treating

Janice’s Interests Held in Trust differently than other owners. In such scenario, Bob could

not vote without Janice’s consent because Janice’s Interests Held in Trust would be

devalued greater than other Rangers’ owners. Section C’s contemplated scenario did not

occur in March 2025 or August 2025—instead, Bob voted for all-member capital calls with

participating members receiving shares relative to their ownership percentage. Defs.’ Mot.

at 245-55. Bob’s vote for capital calls did not violate his duty of loyalty to Janice under

Section C. Janice’s Motion must be DENIED on this claim.

¶ 32 Janice’s assertion Bob breached his duty of loyalty to her by voting to benefit

the Rangers similarly fails. Bob testified at his deposition: “I’m not voting for capital calls.

I’m voting for the benefit of the Rangers, not trying to pursue reducing her interest.” Pl.’s

Mot., Ex. C. at 309. As a Rangers’ board member, Bob clearly maintains a fiduciary

obligation to the organization. Worth noting is Section D’s language paralleling his right

to free participation. See Pl.’s Mot. Ex. B. at 171 (Section D language). Based on the

foregoing, the Court finds Bob’s vote did not breach his duty of loyalty. Janice’s Motion

must be DENIED on this ground.

MEMORANDUM OPINION | PAGE 18 2. Duty of Full Disclosure

¶ 33 While Bob breached his duty of full disclosure, he is exculpated by Section

D’s terms and Janice suffered no recoverable damages. A trustee owes the beneficiaries a

duty of full disclosure of all material facts known to them that might affect the rights of the

beneficiaries. DeShazo, 922 S.W.2d at 923. The trustee has a duty to deal openly with its

beneficiary and to fully disclose to the beneficiary information about matters affecting the

trust. See, e.g., Daniel v. Falcon Interest Realty Corp., 190 S.W.3d 177, 185 (Tex. App.—

Houston [1st Dist.] 2005, no pet.).

¶ 34 Janice argues Bob breached his duty of full disclosure twice: first when he

entered into UTAs to sell more than 50% of his of his Original Retained Interest and again

when he failed to notify her of the March Capital Call. Pl.’s Mot. at 22. As previously

discussed, the Court concluded that Bob did not contract to sell more than 50% of his

Original Retained Interest and, therefore, under Section F, Bob did not violate his disclosure

obligation. See, infra, at 15-16.

¶ 35 Bob did breach the Agreed Decree’s disclosure provision when he did not

disclose the March Capital Call to Janice. Bob’s disclosure and notification duties were

both agreed and express: within 24 hours, Bob must notify Janice of any information he

receives as a Rangers’ owner. See Pl.’s Mot., Ex. B. at 175. He did not do so. Capital call

disclosures squarely fall under the “24 hour” disclosure umbrella. But, believing Janice

had no right to participate in capital calls, Bob elected not to inform Janice of the March

Capital Call. See id., Ex. C. at 310-11. Bob’s faulty belief wholly undermines the

MEMORANDUM OPINION | PAGE 19 Constructive Trust’s notice obligations. Bob clearly breached his duty to disclose the

March Capital Call. However, Bob’s liability for such failure is eliminated by Section D’s

exculpatory language permitting Janice’s dilution. See Pl.’s Mot. Ex. B at 171 (Section D

language).

¶ 36 Janice is not entitled to recover either actual damages or equitable remedies

for Bob’s breach. Because nothing before the Court depicts Janice sustained recoverable

injuries from Bob’s failure to disclose the March Capital Call, Janice cannot obtain actual

damages. Again, Janice does not seek equitable relief from Bob’s breach. See Pl.’s Equit.

Rel. Br. Therefore, Janice recovers nothing from Bob’s failure to disclose the March Capital

Call. Janice’s Motion on this claim must be DENIED.

3. Duty to Preserve

¶ 37 Bob did not violate his duty to preserve. It is uncontested that, as

constructive trustee, Bob owes Janice the highest duty to preserve her Interests Held in

Trust. Pl.’s Mot., Ex. B. at 169. Sections D and E contemplate that duty in the context of

adding shares to the Constructive Trust’s corpus. See id. at 171. But Sections D and E do

not cloak Bob in additional liability should Bob purchase more shares and reduce Janice’s

portion of the Original Retained Interest. See id. Nor do the two sections saddle Bob with

additional responsibilities outside of holding and maintaining Janice’s Interests Held in

Trust until she chooses to sell them. Id. By participating in the March Capital Call, Bob

neither amended, modified, nor disposed of the Constructive Trust’s original corpus in

MEMORANDUM OPINION | PAGE 20 violation of his duty. See Pl.’s Mot., Ex. B. at 169. Accordingly, Janice’s Motion is DENIED

on her duty to preserve claim.

b. Janice’s Breach of Contract Claims

¶ 38 While Bob breached the Agreed Decree, Janice is not entitled to damages

arising from his breach; Janice’s claim against the Defendants for breach of HBE’s

Amended and Restated Company Agreement (“HBE’s Amended Company Agreement”)

similarly fails as a matter of law.

To prevail on a breach of contract claim, the plaintiff must prove:

1. The existence of a valid contract; 2. The plaintiff performed its obligations under the contract; 3. The defendant breached the contract; and 4. The plaintiff sustained damages resulting from the breach.

Pathfinder Oil & Gas, Inc. v. Great W. Drilling, Ltd., 574 S.W.3d 882, 890 (Tex. 2019). A

third party may have standing to recover on a breach of contract if the Court determines it

is a contract beneficiary. “To establish standing to assert a breach of contract cause of

action, a party must prove its privity to the agreement or that it is a third-party beneficiary.”

Maddox v. Vantage Energy, LLC, 361 S.W.3d 752, 756 (Tex. App.—Fort Worth 2012, pet.

denied). A third party may recover on a contract between other parties if the contracting

parties intended to attach a benefit to the third party and if the contracting parties entered

into the contract directly for the third party’s benefit. Basic Cap. Mgmt. v. Dynex Com., Inc.,

348 S.W.3d 894, 900 (Tex. 2011). In order to be an intended third-party beneficiary, the

party must show that it is either a donee or creditor beneficiary to the contract. Esquivel v.

Murray Guard, Inc., 992 S.W.2d 536, 543 (Tex. App.—Houston [14th Dist.] 1999, pet.

MEMORANDUM OPINION | PAGE 21 denied). A third party cannot enforce a contract if the contract confers only an indirect or

incidental benefit. Tawes v. Barnes, 340 S.W.3d 419, 425 (Tex. 2011).

¶ 39 Here, Janice argues Bob breached the Agreed Decree in three ways:

through Section F’s tag-along provision, by failing to notify her of the March Capital Call,

and by breaching the fiduciary duties listed in the Agreed Decree. Sec. Am. Pet. at 13.

1. The Agreed Decree

i. The Tag-Along Provision

¶ 40 Bob did not breach the Agreed Decree’s tag-along provision. As threshold

matters, the Agreed Decree is a valid, enforceable contract and Janice enjoys third-party

creditor beneficiary standing to bring her claim. The Court incorporates its above finding

that the UTAs did not dispose 50% of Bob’s Original Retained Interest. See, supra, at 14-

16. Therefore, Bob did not violate Section F’s tag-along provision and Janice’s Motion is

DENIED on this claim.

ii. Failure to Notify Janice of the March Capital Call

¶ 41 While Bob breached the Agreed Decree’s notification provision, Janice

cannot prevail because she suffered no resulting and recoverable damages. Janice avers Bob

had a contractual obligation to notify her of the March Capital Call, he did not, and,

consequently, her shares were devalued. Pl.’s Mot. at 25-26. Bob insists he had no

contractual obligation allowing Janice capital call participation. Defs.’ Mot. at 12.

MEMORANDUM OPINION | PAGE 22 ¶ 42 The Court incorporates its previous findings: the Agreed Decree is a valid

contract and Janice has standing to bring her claim. See, supra, at 22. As discussed above,

the Agreed Decree mandates Bob provide Janice notice of events that may affect her shares:

[W]ithin 24 hours of receipt . . . [Bob shall furnish to Janice] true, correct, complete copies of any written digital information [Bob] receives regarding [] HBE, and/or the Interests Held in Trust solely to the extent that such information is generally made available to all owners of the RBE.

Pl.’s Mot., Ex. B. at 175. The summary judgment evidence before the Court confirms the

March Capital Call falls within the “information” received regarding Janice’s Interests

Held in Trust. Pl.’s Mot., Ex. B. at 175; Defs.’ Mot. at 165, 169 (Rangers Capital Call to

Bob, Rangers Capital Call to HBE). It also supports Janice’s claim Bob failed to tender

contractually required performance: he did not notify Janice of the March Capital Call. Bob

breached the Agreed Decree by failing to notify Janice of the March Capital Call.

¶ 43 But Janice’s summary judgment evidence fails to demonstrate she sustained

recoverable damage from Bob’s breach. The lack of notice did not, in and of itself, dilute

her shares. Further, any potential “loss of the opportunity to sell a pro-rata share of units”

is merely projection. See, supra, at 13. As Janice seeks no equitable relief, she recovers

nothing from Bob’s contractual breach. See Pl.’s Equit. Rel. Br. Accordingly, Janice’s

Motion on this claim must be DENIED.

iii. Breach of Fiduciary Duties Listed in Agreed Decree

¶ 44 Bob breached certain fiduciary obligations under the Agreed Decree when he

did not notify Janice of the March Capital Call; however, Bob avoids liability under Section

D. Janice again relies on the Agreed Decree’s express fiduciary mandate:

MEMORANDUM OPINION | PAGE 23 The Parties agree and IT IS FURTHER ORDERED that constructive trustee, B.R. SIMPSON shall act in a fiduciary capacity with respect to the Interests Held in Trust and as a fiduciary, IT IS ORDERED that B.R. SIMPSON shall owe J. SIMPSON the highest degree of loyalty and full disclosure with respect to [the Duty to Preserve]”

Pl.’s Mot., Ex. B. at 169 (emphasis omitted). The Agreed Decree both obligates and limits

Bob with respect to Janice’s Interests Held in Trust and for capital call contributions. Id.

at 171. For his part, Bob relies on Section D’s exculpatory shield, absolving him of any

liability should Janice’s interests be diluted because of his actions. Defs.’ Mot. at 32; Defs.’

Resp. at 12.

¶ 45 The Court incorporates its above findings that the Agreed Decree is a valid

contract, that Janice has third-party creditor beneficiary standing, and that Bob breached

his obligations to notify Janice about the March Capital Call. See, supra, at 22-23.

However, in examining the Agreed Decree’s language as a whole, the Court finds Section D

absolves Bob of liability from his breaches: it provides Bob with discretion, at his election

and without liability to Janice, to act in ways that may dilute Janice’s Rangers’ interest.

See Defs.’ Mot. at 32; Defs.’ Resp. at 12-14. Again, the unmitigated rights and the liability

shield effectively negate any contractual remedy Janice seeks for Bob’s fiduciary breaches.

Based on the foregoing, Janice’s Motion on this claim must be DENIED.

2. HBE’s Amended Company Agreement

¶ 46 The UTAs did not trigger Section F’s tag-along provision and, therefore, the

Defendants did not breach HBE’s Amended Company Agreement. Janice argues Bob, as

HBE’s sole member, breached HBE’s Amended Company Agreement because the UTAs

MEMORANDUM OPINION | PAGE 24 were binding “disposition[s]” and triggered certain rights and obligations to her under the

Amended Company Agreement and the Agreed Decree’s Section F. See Pl.’s Mot. at 11. Bob

again argues Janice incorrectly groups the 9 later-acquired Class B shares with the original

9 shares comprising his Original Retained Interest. Defs.’ Mot. at 9, 12, 24, 146; Defs.’

Resp. at 11-12. He argues he was not contractually obligated to disclose his sale and,

“[e]ven assuming Bob was required to disclose such sale to Janice, such failure was an

immaterial breach because it did not cause Janice any damages.” See Defs.’ Motion at 12-

13; Defs.’ Resp. at 13.

¶ 47 HBE’s governing document mandates Bob may not “take any actions with

respect to the [Interests Held in Trust] . . . that are not expressly authorized and permitted

by the Decree or are otherwise inconsistent with the provisions of the Decree.” Pl.’s Mot.,

Ex. P at 289. The Court agrees with Janice’s characterization of the UTAs as binding

“dispositions.” See Pl.’s Mot. at 11. But, incorporating its previous finding that Bob

contracted to dispose only 25% of his Original Retained Interest, the sale did not trigger

Section F. See, supra, at 14-16, 23-24. Neither Bob nor HBE breached HBE’s Amended

Company Agreement because Bob did not take any impermissible action with respect to

Janice’s Interests Held in Trust and Bob’s actions did not trigger Section F. See Pl.’s Mot.,

Ex. P at 289.

¶ 48 And, while Janice argues she lost an opportunity to sell a portion of her shares

to a third party, she ignores that her interests remained intact and were not devalued despite

Bob’s contract. Again, Janice cannot recover hypothetical sale damages. Ramco, 207

MEMORANDUM OPINION | PAGE 25 S.W.3d at 808. Accordingly, Janice’s Motion on her claim for breach of HBE’s Amended

Company Agreement must be DENIED.

c. Janice’s Fraud by Nondisclosure Claims

¶ 49 Janice’s two fraud by nondisclosure claims fail because Bob is shielded from

liability by Section D and because Bob never triggered Section F. Fraud by nondisclosure,

a subcategory of fraud, occurs when a party has a duty to disclose certain information and

fails to disclose it. Schlumberger Tech. Corp. v. Swanson, 959 S.W.2d 171, 181 (Tex. 1997).

Fraud by nondisclosure has four elements:

1. A party fails to disclose a material fact within its knowledge;

2. The party knows the other party is ignorant of the fact and does not have an equal opportunity to discover the truth;

3. The party intends to induce the other party to take some action by failing to disclose the fact; and

4. The other party suffers injury as a result of acting without knowledge of the undisclosed fact.

Daugherty v. Jacobs, 187 S.W.3d 607, 617 (Tex. App.—Houston [14th Dist.] 2006, no pet.).

Generally, there is no duty to disclose without evidence of a confidential or fiduciary

relationship. Morris, 981 S.W.2d at 674.

1. March Capital Call Nondisclsure

¶ 50 For reasons previously discussed, Janice cannot prevail on her fraud by

nondisclosure claim emanating from the March Capital Call. Janice complains Bob had an

“explicit duty to disclose” the March Capital Call and argues Bob “intended to induce [her]

to take some action—not participating in the capital call to dilute the Interests Held in

MEMORANDUM OPINION | PAGE 26 Trust.” Sec. Am. Pet. at 14. But Bob claims his failure to notify her was merely an

“immaterial breach of the Decree because Janice had no right to participate pursuant to

Section D and [because Janice] suffered no damages.” Defs.’ Resp. at 12.

¶ 51 Indeed, the Agreed Decree required Bob disclose “[w]ithin 24 hours of receipt

. . . any written or digital information he receives regarding [] the Interests Held in Trust

solely to the extent that such information is generally made available to all owners.” Pl.’s

Mot., Ex. B at 175. As the Court found, the March Capital Call falls within that contractual

directive. See, supra, at 19. Bob did not disclose the March Capital Call and, therefore, did

breach his obligation to Janice. Id. at 20. But, again, Section D protects Bob from any

liability should Janice’s Interests Held in Trust lose value:

[Bob], at his election and without any liability by or to [Janice], may . . . make the requested capital contribution, as [Bob] shall determine in his sole discretion, and … shall have the right to receive any additional units issued by the subject company as a result of such additional capital contribution, even if such issuance is dilutive to the Interests Held in Trust.

Pl.’s Mot., Ex. B at 171. Section D’s express language tampers Janice’s ability to recover

for Bob’s nondisclosure, despite the devaluation of her Interests Held in Trust. Therefore,

Janice’s Motion for fraudulent nondisclosure emanating from the March Capital Call must

be DENIED.

2. Tag-Along Rights Nondisclosure

¶ 52 As discussed above, Janice’s tag-along nondisclosure claim fails because the

UTAs did not trigger any rights owed to her under Section F. Janice again argues Bob had

a contractual duty to tell her about the UTAs. Sec. Am. Pet. at 3. Bob claims he did not

MEMORANDUM OPINION | PAGE 27 have a duty because the UTAs did not dispose 50% of his Original Retained Interest. Defs.’

Resp. at 12. The Court incorporates its above finding that Bob’s sale did not reach the 50%

threshold, did not trigger Section F, and therefore did not mandate Bob’s disclosure. See,

supra, at 15. Absent a duty to disclose, there can be no fraud by nondisclosure. See

Anderton v. Cawley, 378 S.W.3d 38, 56 (Tex. App.—Dallas 2012, no pet.) (citing Bright v.

Addison, 171 S.W.3d 588, 599 (Tex. App.—Dallas 2005, pet. denied)). Bob did not

fraudulently fail to disclose his sale because he had no duty to do so. Janice’s Motion on

this claim must be DENIED.

B. DEFENDANT’S SJ MOTION: TRADITIONAL

a. Janice’s Fiduciary Claims

¶ 53 As stated above, each of Janice’s breach of fiduciary duty claims against Bob

fail as a matter of law except for her duty of loyalty claim emanating from Bob’s failure to

disclose the March Capital Call, for which she is unable to recover. See, supra, at 13-18.

1. Duty of Loyalty

i. Bob and the UTAs

¶ 54 There is no genuine issue of material fact concerning Bob’s duty of loyalty to

Janice when he contracted into the UTAs. As stated, Section F is triggered when Bob

disposes more than 50% of his Original Retained Interest. Pl.’s Mot., Ex. B. at 171-72

(Section F language). Upon such occurrence, Section F permits Janice to join her pro rata

ownership with Bob’s sale. Id. Previously discussed in detail, Bob’s UTAs only amounted

to 25% of his Original Retained Interest and, therefore, did not trigger Section F. See, supra

MEMORANDUM OPINION | PAGE 28 at 14-15; Defs’ SJ Mot. at 131 (listing partitioned unit amounts). Without triggering,

Janice has no rights under Section F. Accordingly, Janice’s claim Bob breached his duty of

loyalty by entering into the UTAs fails as a matter of law. Defendants’ Motion is

GRANTED on this claim.

ii. Bob and the Capital Calls

¶ 55 Janice’s claim Bob breached his duty of loyalty as applied to the March

Capital Call fails as a matter of law. Indeed, the Agreed Decree expressly mandates Bob

disclose certain information to Janice within 24 hours of receipt. Pl.’s Mot., Ex. R. at 483.

But, as discussed, Bob’s failure to adhere to the disclosure instruction is mitigated by

Section D’s exculpatory shield. See, supra, at 15-16. Said otherwise, under the Agreed

Decree, Bob should have notified Janice of the March Capital Call but, also under the

Agreed Decree, Bob is able to put his own interests ahead of Janice’s, even if it dilutes her

Interests Held in Trust. Defs.’ Mot. at 32 (Section D). Bob self-dealt but is shielded from

consequences via Section D. Moreover, Janice is not entitled to theoretical damages and

seeks no equitable relief. See Pl.’s Equit. Rel. Br. Therefore, no genuine issue of material

fact exists as to Janice’s claim Bob breached his duty of loyalty by failing to notify her of

the March Capital Call. Defendants’ Motion on this claim must be GRANTED.

iii. Bob’s Votes

¶ 56 As a matter of law, Bob breached no duty of loyalty by voting for capital calls

and by voting to benefit the Rangers. Janice relies on Section C to support her proposition

Bob put his and/or the Rangers’ interests before hers. Pl.’s Mot. at 11; Defs.’ Mot. at 144

MEMORANDUM OPINION | PAGE 29 (Section C). Section C contemplates a scenario where Bob’s vote would dilute Janice’s

Interests Held in Trust more than Rangers’ owners with her same unit shares. Id. There is

no dispute: the March Capital Call and the August Capital Call diluted her Interests Held

in Trust. But there is no evidence her interests were diluted relative to other Rangers

owners with her same shares. Moreover, Bob’s votes aligned with his fiduciary duties to

the Rangers and the resulting devaluation was permitted under Section D. Defs.’ Mot. at

32 (Section D). Based on the foregoing, there exists no genuine issue of material fact

concerning Bob’s votes and Bob’s duty of loyalty to Janice. Defendants’ Motion on this

claim must be GRANTED.

2. Duty of Full Disclosure

¶ 57 As a matter of law, Janice cannot prevail on her claim Bob breached his duty

of full disclosure by failing to notify her of the March Capital Call. The evidence clearly

provides Bob’s duty to disclose information to Janice within 24 hours of receipt and that

Bob failed to notify Janice of the March Capital Call. See Pl.’s Mot., Ex. B. at 175; Ex. C. at

310. Bob plainly skirted his fiduciary obligation to notify her. However, Janice cannot

recover for Bob’s breach. First, noting Janice seeks no equitable relief and, excluding

Janice’s speculative financial what-ifs, there is nothing before the Court showing Janice

sustained recoverable damages by Bob’s failure to disclose the March Capital Call.

Washington, 27 S.W.3d at 634; Ramco, 207 S.W.3d at 808. Next, Section D exculpates

Bob from any dilution to her shares. See, supra, at 22-23. Absent any genuine issue of

MEMORANDUM OPINION | PAGE 30 material fact, Bob did not breach his duty of full disclosure to Janice and Defendants’

Motion on this claim must be GRANTED.

3. Duty to Preserve

¶ 58 No genuine issue of material fact exists as to Janice’s claim Bob breached his

duty to preserve. Surely, constructive trustee-Bob owed Janice the duty of preservation.

However, the evidence before the Court—namely Sections D and E—were written by

Janice’s counsel under the pretext Janice sell her Rangers shares, not preserve or acquire

more shares. See Defs.’ Mot. at 57, 32 (Sections D and E), 125. The Court will not stray

from the original intent of the parties and impose an additional preservation duty(s) on Bob.

Therefore, as a matter of law, Janice’s claim Bob breached his duty to preserve her Interests

Held in Trust fails and Defendants’ Motion on this ground is GRANTED.

b. Janice’s Breach of Contract Claims

¶ 59 As stated above, Bob breached the Agreed Decree only by failing to notify her

of the March Capital Call, though Janice cannot recover from his breach. Further, no

genuine issue of material fact exists as to Janice’s claim Defendants breached HBE’s

Amended Company Agreement. See, supra, at 24-25.

1. Agreed Decree

i. The Tag-Along Provision

¶ 60 As a matter of law, Bob did not breach the Agreed Decree’s tag-along

provision when he did not notify Janice of his UTAs. The Court incorporates its previous

finding that Bob did not contract to sell 50% of his Original Retained Interest and, therefore,

MEMORANDUM OPINION | PAGE 31 never triggered Janice’s rights under Section F. Pl.’s Mot., Ex. B. at 171-72 (Section F

language); see, supra, at 14-16. As no genuine issue of material fact exists as to Janice’s

allegation Bob breached the tag-along provision, Defendants’ Motion must be GRANTED

on this ground.

ii. Failure to Notify Janice of the March Capital Call

¶ 61 As discussed above, Bob breached the Agreed Decree’s notification provision

but Janice suffered no resulting recoverable damages. See, supra, at 24. Bob did not adhere

to the Agreed Decree’s notification provision and did not inform Janice of the March Capital

Call. Defs.’ Mot. at 165, 169 (Rangers Capital Call to Bob, Rangers Capital Call to HBE).

But there is no evidence before the Court, absent Janice’s abstract loss-of-opportunity

arguments, that she is entitled to damages or relief in equity. See, supra, at 23; Pl.’s Equit.

Rel. Br. Accordingly, Defendants’ Motion on this ground must be GRANTED.

iii. Breach of Fiduciary Duties

¶ 62 Janice’s claim Bob breached the fiduciary duties listed in the Agreed Decree

fails as a matter of law. Indeed, the Agreed Decree expressly delineates Bob’s fiduciary

obligations to Janice. Pl.’s Mot., Ex. B. at 169. It further describes Bob’s fiduciary duties

in the context of Janice’s Interests Held in Trust and capital calls. Id. at 171. But perhaps

most important is Section D’s exculpatory language releasing Bob of breach liability. Defs.’

Mot. at 32. There exists no genuine issue of material fact that Bob may, at his election and

without liability to Janice, act in ways that may dilute Janice’s Interests Held in Trust. See,

MEMORANDUM OPINION | PAGE 32 id.; see, supra, at 27. Based on the foregoing, Defendants’ Motion is GRANTED on Janice’s

claim Bob breached the fiduciary duties listed in the Agreed Decree.

2. HBE’s Amended Company Agreement

¶ 63 Janice’s claim that Defendants breached HBE’s Amended Company

Agreement fails as a matter of law. HBE’s Amended Company Agreement has teeth only if

Bob takes actions with respect to Janice’s Interest Held in Trust that are violative of the

Agreed Decree. Pl.’s Mot., Ex. P. at 289 (HBE’s Amended Company Agreement pertinent

language). The Court incorporates its above finding that Bob’s UTAs did not trigger Section

F and therefore did not violate the Agreed Decree. See, supra, at 15. Without an Agreed

Decree violation, there can be no breach of HBE’s Amended Company Agreement.

Accordingly, Defendants did not breach HBE’s Amended Company Agreement and, absent

any genuine issue of material fact, their Defendants’ Motion on this claim must be

GRANTED.

c. Janice’s Fraud by Nondisclosure Claims

¶ 64 Janice’s fraud by nondisclosure claims each fail as a matter of law. First, no

genuine issue of material fact exists as to her claim Bob fraudulently failed to disclose the

UTAs. The Court incorporates its previous finding the UTAs did not trigger Bob’s duty

under Section F to disclose the sale to Janice. See, supra, at 15; Cawley, 378 S.W.3d at 56

(no nondisclosure fraud without duty to disclose). Defendants’ Motion on this ground must

be GRANTED.

MEMORANDUM OPINION | PAGE 33 ¶ 65 Next, there exists no genuine issue of material fact concerning Janice’s claim

Bob fraudulently failed to disclose the March Capital Call. Again, the March Capital Call

falls within Bob’s contractual disclosure obligation and that Bob clearly breached. Pl.’s

Mot., Ex. B. at 171; Defs.’ Mot. at 165, 169 (Rangers Capital Call to Bob, Rangers Capital

Call to HBE). However, “at his election and without any liability by or to [Janice],” Bob

may receive additional shares at the risk of diluting Janice’s Interests Held in Trust. Defs.’

Mot. at 32. Once again, Section D shields Bob from his disclosure breach and Defendants’

Motion on this claim must be GRANTED.

C. DEFENDANT’S SJ MOTION: NO-EVIDENCE

¶ 66 For the foregoing reasons, Bob is entitled to no-evidence summary judgment

Janice’s fiduciary duty claims concerning the March Capital Call, Janice’s claim

Defendants breached HBE’s Amended Company Agreement, and Janice’s claim Bob

fraudulently failed to disclose the March Capital Call and the UTAs.

a. Janice’s Fiduciary Duty Claims

¶ 67 Bob is entitled to no-evidence summary judgment on Janice’s claim Bob

breached his fiduciary duties to her by failing to notify her of the March Capital Call.

Defendants contend there is no evidence: (1) Bob had a duty to permit Janice’s capital call

participation, (2) any breach of such duty occurred, (3) any breach proximately caused

Janice any damage, or (4) Janice suffered any resulting damages. Defs.’ Mot. at 27.

¶ 68 The Agreed Decree obligated Bob to notify Janice of the March Capital Call.

Again, it is undisputed the Agreed Decree gave Bob 24 hours from receipt of information

MEMORANDUM OPINION | PAGE 34 regarding shares (i.e., capital calls) to contact Janice and that Bob never contacted Janice.

See Pl.’s Mot., Ex. B. at 175. The summary judgment evidence supports Janice’s contention

that Bob self-dealt and put his own interests (a desire to grow his Rangers shares and usings

his separate property to for a capital contribution that effectively diluted Janice’s interests)

above preserving Janice’s Interests Held in Trust. Id. at 25-26; Defs.’ Mot. at 32. But,

despite Bob’s skirting his fiduciary duty, Janice was not damaged in a manner

uncontemplated by Section D (i.e.: dilution to the Interests Held in Trust). Moreover,

Janice’s assertion she would have participated in the capital call if she had received notice

only lends itself, at best, to speculative non-recoverable damages. Washington, 27 S.W.3d

at 634; Ramco, 207 S.W.3d at 808.

¶ 69 Janice has not produced any evidence sustaining the requisite elements for a

breach of fiduciary duty claim. Namely, that Bob breached his duty, that his breach was

actionable under the Agreed Decree’s exculpatory provisions, or that she sustained any

recoverable damages that were proximately caused by Bob’s alleged breach. As such, Bob

is entitled to judgment as a matter of law as to Janice’s fiduciary-related claims.

Defendants’ Motion is GRANTED on this no-evidence ground.

b. Janice’s Breach of Contract Claim: HBE Amended Company Agreement

¶ 70 For reasons previously discussed, Janice cannot prevail on her claim Bob and

HBE breached HBE’s Amended Company Agreement. Defendants contend there is no

evidence they materially breached HBE’s Amended Company Agreement or that any breach

caused Janice damage. But Janice argues Bob, as HBE’s sole member, breached HBE’s

MEMORANDUM OPINION | PAGE 35 Amended Company Agreement by entering into binding, dispositive UTAs. See Pl.’s Mot.

at 11. Bob again argues Janice incorrectly groups his shares to comprise 50% of his Original

Retained Interest. Defs.’ Mot. at 12. He alternatively argues any resulting breach was

immaterial and caused Janice no damages. See id. at 12-13.

¶ 71 The Court adopts its previous conclusion that Bob contracted to dispose only

25% of his Original Retained Interest and the sale did not trigger Section F. See, supra, at

15. Bob did not breach the Amended Company Agreement because he did not take any

triggerable action with respect to Janice’s Interests Held in Trust. See Pl.’s Mot., Ex. P. at

289. And while Janice argues she lost an opportunity to sell a portion of her shares to a

third party, she ignores that her interests remained intact and were not devalued despite

Bob’s sale. Janice’s alleged injuries are unsupportable and unrecoverable. See Cawley, 378

S.W.3d at 56. Accordingly, Defendants are entitled to summary judgment as to Janice’s

claim they breached HBE’s Amended Company Agreement. Defendants’ Motion is

GRANTED on this no-evidence ground.

c. Janice’s Fraud by Nondisclosure Claims

1. March Capital Call Nondisclosure

¶ 72 As previously discussed, Janice cannot prevail on her fraud by nondisclosure

claim emanating from the March Capital Call. Defendants challenge two elements of her

claim: (1) Janice’s reliance on Bob’s non-disclosure, and (2) that Janice sustained any

damages. Defs.’ Mot. at 7. Janice claims that Bob twice committed fraud by nondisclosure:

when he failed to disclose the March Capital Call and when he failed to disclose his contract

MEMORANDUM OPINION | PAGE 36 to sell Class B shares. Sec. Am. Pet. at 14-15. Janice insists Bob had an “explicit duty to

disclose” the March Capital Call and argues Bob “intended to induce [her] to take some

action—not participating in the capital call to dilute the Interests Held in Trust.” Sec. Am.

Pet. at 14. However, Bob claims his failure to notify was an “immaterial breach of the

Decree because Janice had no right to participate pursuant to Section D and [because

Janice] suffered no damages.” Defs.’ Resp. at 12.

¶ 73 The Court adopts its previous conclusion Bob had and breached his duty to

disclose the March Capital Call. See, supra, at 20. Again, the Court finds Section D wholly

shields Bob from any liability in the event Janice’s Interests Held in Trust lose value. Pl.’s

Mot., Ex. B at 171 (Section D language). As discussed, its exculpatory language limits

Janice’s ability to recover for any failure to provide notice of capital calls, despite the

devaluation of her Interests Held in Trust. Id. Bob is entitled to judgment as a matter of

law as to Janice’s claim for fraudulent nondisclosure emanating from the March Capital

Call. Defendants’ Motion is GRANTED on this no-evidence ground.

2. Tag-Along Provision Nondisclosure

¶ 74 Finally, Bob is also entitled to no-evidence summary judgment as to Janice’s

fraud by nondisclosure tag-along claim. Janice again argues Bob had a duty to tell her he

entered into UTAs. Sec. Am. Pet. at 3. The Court adopts its above finding Bob had no duty

to disclose the UTAs to Janice. See, supra, at 13-14. Absent a duty to disclose, there can

be no fraud by nondisclosure. Washington, 27 S.W.3d at 634; Ramco, 207 S.W.3d at 808.

As a matter of law, Bob did not fraudulently fail to disclose his sale because he had no duty

MEMORANDUM OPINION | PAGE 37 to disclose. As such, Bob is entitled to judgment as a matter of law as to Janice’s fraud by

nondisclosure tag-along claim. Defendants SJ Motion is GRANTED on this no-evidence

ground.

D. JANICE’S PARTIAL SJ MOTION: NO-EVIDENCE AND AFFIRMATIVE DEFENSES

¶ 75 Based on the foregoing, Janice’s Motion as to no-evidence summary

judgment and as to Defendants’ affirmative defenses must be DENIED AS MOOT. See,

e.g., Garza v. Energy Transfer Partners, L.L.C., No. 24-10208, 2025 WL 304527, at *3, n.

7 (5th Cir. Jan. 27, 2025) (“Once the court dismissed all of [Plaintiff’s] claims, his motion

challenging Defendants’ affirmative defenses necessarily became moot.”).

IV. CONCLUSION AND ORDER

¶ 76 Based on the foregoing, it is hereby ORDERED that Janice’s Motion is

DENIED.

¶ 77 It is further ORDERED that Defendants’ Motion is GRANTED.

¶ 78 To the extent not expressly granted or denied herein, all other relief sought

by the parties in their respective motions for summary judgment is hereby DENIED.

_____________________________ JERRY D. BULLARD Judge, Texas Business Court, Eighth Division SIGNED: July 29, 2026.

MEMORANDUM OPINION | PAGE 38