FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 5/23/2025 2025 Tex. Bus. 22
THE BUSINESS COURT OF TEXAS EIGHTH DIVISION
SLANT OPERATING, LLC, § § Plaintiff, § § v. § Cause No. 24-BC08A-0002 § OCTANE ENERGY OPERATING, LLC, § § Defendant. §
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Syllabus *
This opinion addresses whether the Plaintiff pleaded facts sufficient to establish subject- matter jurisdiction under Texas Government Code § 25A.004(d)(1) and whether the Defendant successfully challenged jurisdiction on the grounds of pleading insufficiency and existence of jurisdictional facts. The Court concludes that because the Plaintiff has pleaded sufficient jurisdictional allegations and the Defendant failed to successfully refute these allegations, the Court must deny Defendant’s Plea to the Jurisdiction.
* 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 Before the Court is Plaintiff Slant Operating, LLC’s (“Slant”) Objection to
Dismissal for Lack of Jurisdiction and Supporting Brief filed on November 25, 2024
(“Dismissal Objection”), Defendant Octane Energy Operating, LLC’s (“Octane”)
Response to Slant Operating LLC’s Objection filed on December 5, 2024 (“Objection
Response”), Octane’s Plea to the Jurisdiction filed on April 4, 2025 (“Plea”), and Slant’s
Response in Opposition to Octane’s Plea filed on May 2, 2025 (“Plea Response”). After
considering the pleadings, the jurisdictional briefs and evidence, and the oral arguments
presented by counsel, the Court concludes that Slant has sufficiently pleaded facts to
support its claims that (1) the agreement at issue is a qualified transaction, and (2) that the
Court has subject-matter jurisdiction over this action under Texas Government Code §
25A.004(d)(1). Accordingly, the Court denies Octane’s Plea.
I. RELEVANT BACKGROUND
A. Slant and Octane enter into a reciprocal waiver agreement.
¶2 Slant and Octane are entities involved in oil and gas exploration and
production in several regions of the state. Pl.’s Am. Pet. ¶ 20. As part of their business
operations, both entities operate oil and gas wells. Id. On February 22, 2023, Slant and
Octane entered into a letter agreement whereby each entity agreed to a reciprocal waiver of
any objections they had to the other’s “off-lease penetration point” permit applications
(“Letter Agreement”). Id. ¶¶ 27–29; Pl.’s Am. Pet., Ex. 1. More specifically, Slant agreed
to waive its right to protest Octane’s permit application to drill Octane’s Green Gables
OPINION AND ORDER, PAGE 2 Wells from a penetration point on Slant’s leasehold. Pl.’s Am. Pet. ¶ 29. In turn, Octane
agreed to “waive its right to protest future Slant drilling permit applications insofar . . . as
they concern Off Lease Penetration Points where Octane is the offset operator of record.”
Id. In addition to exchanging waivers, the parties also agreed to provide each other with
“daily drilling, completion, and flowback reports for each of the [w]ells” and “[d]aily
production data for each of the [w]ells.” Pl.’s Am. Pet., Ex. 1. The Letter Agreement made
no mention of monetary consideration; any obligations that one party had to pay or advance
money to the other; the monetary value each party placed on the waivers, the production
data and reports, or the agreement as a whole; or the revenue each party expected to receive
following the issuance of the drilling permits by the Texas Railroad Commission (“RRC”).
¶3 Slant alleges that following the execution of the Letter Agreement it “fully
performed its obligation” by waiving objections to Octane’s plan to drill the five Green
Gables Wells from a penetration point on Slant’s leasehold. Pl.’s Am. Pet. ¶ 30.
¶4 Less than 18 months after the Letter Agreement was signed, Slant sought to
drill its Gardendale Wells from an off-lease penetration point on Octane’s leasehold. Id.
From June to August 2024, Slant and Octane discussed a possible waiver of Octane’s right
to object to Slant’s application to drill the Gardendale Wells. Id. ¶¶ 32–34; Pl.’s Am. Pet.,
Exs. 2–3. After Slant formally requested the waiver, Octane ultimately informed Slant that
it would not provide the waiver. Pl.’s Am. Pet. ¶ 35; Pl.’s Am. Pet., Exs. 4–5. On September
16, 2024, after Slant submitted its permit application to the RRC without the waiver,
OPINION AND ORDER, PAGE 3 Octane sent an official objection to the application to Slant and the RRC. Pl.’s Am. Pet. ¶
37.
B. Slant files suit against Octane in a Tarrant County district court.
¶5 On August 12, 2024, Slant filed an original petition in the 48th Judicial
District Court in Tarrant County. In its petition, Slant alleged that Octane breached the
Letter Agreement by refusing to provide the requested Gardendale Wells waiver, causing
Slant to lose at least $11.8 million in expected revenue.
¶6 On September 23, 2024, Octane filed a motion to transfer venue and an
original answer, arguing that the case should be transferred to Midland County. On October
1, Slant filed a response in opposition to Octane’s motion to transfer venue. That same day,
Slant nonsuited its claim against Octane.
C. Slant commences suit in the Business Court.
¶7 On October 1, 2024, Slant filed its Original Petition in the Business Court of
Texas (“Business Court” or “Court”), bringing a breach-of-contract claim. In the petition,
Slant generally alleged that this Court has subject-matter jurisdiction over the action under
Texas Government Code § 25A.004(d)(1) because it arose out of a qualified transaction and
the amount in controversy is over $10 million.
¶8 On November 15, 2024, after reviewing the Original Petition, the Court
ordered jurisdictional briefing explaining (1) how the agreement at issue is a qualified
transaction under Texas Government Code § 25A.004(d)(1) sufficient to invoke the Court’s
OPINION AND ORDER, PAGE 4 authority to hear the case and (2) whether the case should be dismissed or transferred under
§ 25A.006(b) in the event the Court lacks authority.
¶9 On November 25, 2024, Slant filed its Dismissal Objection, arguing that
Octane’s promise to waive objections to all future off-lease drillings was a qualified
transaction worth over $10 million. Slant also requested a dismissal without prejudice in
the event the Court finds it lacks jurisdiction. On December 5, Octane filed its Objection
Response. Octane argued that this case should be dismissed for lack of jurisdiction because
the Letter Agreement lacks material terms that would show that it is a qualified transaction.
On January 7, 2025, the Court held a hearing where the parties presented their arguments
for and against dismissal.
¶ 10 On January 17, 2025, after making a preliminary determination that the
Original Petition failed to plead facts sufficient to establish the Court’s jurisdiction, the
Court issued an order allowing Slant the opportunity to amend its petition and for the
parties to conduct jurisdictional discovery. On January 31, Slant filed its Amended
Petition. On April 4, Octane filed its Plea, formally asking the Court to dismiss the case for
lack of jurisdiction. Slant filed its Plea Response on May 2. The Court heard arguments
pertaining to the Plea on May 7.
II. LEGAL STANDARDS
¶ 11 “[S]ubject-matter jurisdiction is essential to a court’s power to decide a
case.” Bland Indep. Sch. Dist. v. Blue, 34 S.W.3d 547, 553–54 (Tex. 2000). Whether
subject-matter jurisdiction exists is a question of law. City of Houston v. Rhule, 417 S.W.3d
OPINION AND ORDER, PAGE 5 440, 442 (Tex. 2013) (per curiam). To establish jurisdiction, the plaintiff must plead facts
sufficient to “affirmatively demonstrate the court’s jurisdiction to hear the cause.” Tex.
Ass’n of Bus. v. Tex. Air Control Bd., 852 S.W.2d 440, 446 (Tex. 1993); see also TEX. R. CIV.
P. 354(a) (“For an action originally filed in the business court, an original pleading that sets
forth a claim for relief . . . must . . . plead facts to establish the business court’s authority to
hear the action.”).
¶ 12 When a plea to the jurisdiction attacks the pleadings, courts typically
construe the pleadings liberally in favor of the plaintiff and consider the plaintiff’s intent.
Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217, 226 (Tex. 2004). “If the
pleadings do not contain sufficient facts to affirmatively demonstrate the trial court[’]s
jurisdiction but do not affirmatively demonstrate incurable defects in jurisdiction, the issue
is one of pleading sufficiency and the plaintiff[] should be afforded the opportunity to
amend.” Id. at 226–27. However, “[i]f the pleadings affirmatively negate . . . jurisdiction,”
the case may be dismissed without providing an opportunity to amend. Id. at 227.
¶ 13 On the other hand, when a plea to the jurisdiction attacks the existence of
jurisdictional facts, courts are required to consider relevant evidence “when necessary to
resolve the jurisdictional issues raised,” even if the evidence implicates the merits. Id.;
Alamo Heights Indep. Sch. Dist. v. Clark, 544 S.W.3d 755, 770 (Tex. 2018). When a
defendant attacks the existence of jurisdictional facts in a plea to the jurisdiction, the Texas
Supreme Court has described the process of analyzing and resolving the plea as one that
“generally mirrors that of a summary judgment.” City of Austin v. Powell, 704 S.W.3d 437,
OPINION AND ORDER, PAGE 6 446 (Tex. 2024) (citing Miranda, 133 S.W.3d at 226). If the plea challenges a plaintiff’s
factual allegations with supporting evidence that refutes jurisdiction, the burden then shifts
to the plaintiff to raise a genuine issue of material fact to defeat the jurisdictional challenge.
Miranda, 133 S.W.3d at 221; C Ten 31 LLC ex rel. Summer Moon Holdings LLC v. Tarbox,
2025 Tex. Bus. 1, ¶ 44, 708 S.W.3d 223, 241 (3rd Div.). The plea to the jurisdiction may
also take on the character of a no-evidence motion for summary judgment by asserting that
the plaintiff has produced no evidence to establish jurisdiction. See Powell, 704 S.W.3d at
447. In such a case, the plaintiff must produce enough evidence to raise a genuine issue of
material fact to survive the plea. See id. at 448; Miranda, 133 S.W.3d at 227–28; Town of
Shady Shores v. Swanson, 590 S.W.3d 544, 551–52 (Tex. 2019) (providing that nonmovant
raises fact issue by producing “more than a scintilla of evidence”). Or, as the Supreme
Court stated in Powell, the plea “may be like a hybrid motion for summary judgment where
both parties attach evidence,” in which case the “ʻultimate issue’ in that instance is
likewise ʻwhether the nonmovant raised a fact issue to preclude summary judgment.’”
Powell, 704 S.W.3d at 448 (citing Fossil Grp., Inc. v. Harris, 691 S.W.3d 874, 882 (Tex.
2024)). “If the evidence raises a fact question as to the court’s jurisdiction, then the trial
court may not grant the plea.” Id. (citing Univ. of Tex. at Austin v. Hayes, 327 S.W.3d 113,
116 (Tex. 2010)). Instead, the fact issue must be resolved by the fact finder. See Miranda,
133 S.W.3d at 227–28. If a fact issue is not raised, or if the evidence is undisputed, the
court can rule on the plea as a matter of law. Id. at 228.
OPINION AND ORDER, PAGE 7 ¶ 14 If the evidence implicates the merits of the case, the court must take all
evidence favorable to the plaintiff as true and “indulge every reasonable inference and
resolve any doubts in the [plaintiff’s] favor.” See Miranda, 133 S.W.3d at 228; Christ v.
Tex. Dep’t of Transp., 664 S.W.3d 82, 89 (Tex. 2023).
III. ANALYSIS
A. At its core, whether the Court has subject-matter jurisdiction is an issue of statutory construction.
¶ 15 To determine whether the Business Court has jurisdiction over this case, the
Court must construe Texas Government Code §§ 25A.001(14) and 25A.004(d)(1).
Statutory construction is a question of law. Cadena Comercial USA Corp. v. Tex. Alcoholic
Beverage Comm’n, 518 S.W.3d 318, 325 (Tex. 2017). The goal of statutory construction is
to ascertain and effectuate legislative intent. Id. Legislative intent is expressed in the plain
and common meaning of the statutory text “unless a different meaning is supplied, is
apparent from the context, or the plain meaning of the words leads to absurd or nonsensical
results.” Id. In construing a statute’s plain meaning, the words and phrases are considered
in the context of the entire statute and construed according to the rules of grammar and
usage. Id. at 325–26. Courts presume that the legislature chose the statutory text “with
care, including each word chosen for a purpose, while purposefully omitting words not
chosen.” Id. Definitions prescribed by the legislature are used when construing a statute.
Prairie View A&M Univ. v. Chatha, 381 S.W.3d 500, 511 (Tex. 2012).
¶ 16 Section 25A.004 of the Texas Government Code sets forth the types of cases
the Business Court has the authority to hear. Pursuant to the statute, the Business Court
OPINION AND ORDER, PAGE 8 has jurisdiction over cases with an amount in controversy exceeding $10 million and arising
out of a qualified transaction. TEX. GOV’T CODE § 25A.004(d)(1). The legislature defined
“qualified transaction”:
“Qualified transaction” means a transaction, other than a transaction involving a loan or an advance of money or credit by a bank, credit union, or savings and loan institution, under which a party:
(A) pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $10 million; or
(B) lends, advances, borrows, receives, is obligated to lend or advance, or is entitled to borrow or receive money or credit with an aggregate value of at least $10 million.
Id. § 25A.001(14).
¶ 17 As an initial matter, § 25A.004(d)(1) includes two requirements for
jurisdiction: (1) the amount in controversy is over $10 million; and (2) the action arises out
of qualified transaction, which is supported by consideration worth at least $10 million. Id.
§ 25A.004(d)(1). The amount in controversy is not the same as consideration. See
Goosehead Ins. Agency v. Williams Ins. & Consulting, 533 F. Supp. 3d 367, 376 n.2 (N.D.
Tex. 2020) 1; Amount in Controversy, BLACK’S LAW DICTIONARY (12th ed. 2024) (“The
damages claimed or relief demanded by the injured party in a lawsuit.”); Consideration,
BLACK’S LAW DICTIONARY (12th ed. 2024) (“Something (such as an act, a forbearance, or a
1 The Goosehead case analyzes the meaning of “qualified transaction” in the Texas Business and Commerce Code, which is defined in substantially similar terms as that in Texas Government Code § 25A.004(d)(1). The court concluded that the legislature’s use of “obligation” in the Business and Commerce Code definition “refer[s] to the contractual consideration between all parties in the transaction, as opposed to . . . the amount in controversy at the time of litigation.” Goosehead, 533 F. Supp. 3d at 376 n.2.
OPINION AND ORDER, PAGE 9 return promise) bargained for and received by a promisor from a promisee; that which
motivates a person to do something, esp. to engage in a legal act.”). Consequently, not every
commercial dispute with an amount in controversy of over $10 million will arise under a
qualified transaction and confer jurisdiction on the Business Court.
¶ 18 As Slant correctly stated in its Dismissal Objection, “[t]he principal question
is whether the statutory requirement of consideration with an aggregate value of at least
$10 million has been satisfied.” Pl.’s Dismissal Obj. at 10 (internal quotation marks
omitted). It is not whether the $10 million amount-in-controversy requirement has been
met. The parties disagree as to whether the Letter Agreement constitutes a qualified
transaction supported by consideration worth at least $10 million and whether the amount
in controversy is indeed more than $10 million. However, a resolution of those disputes is
best left for another day. Under Texas’s liberal pleading standard, for purposes of
determining jurisdiction, the Court finds that Slant’s Amended Petition contains sufficient
facts to satisfy the $10-million amount-in-controversy requirement. See Pl.’s Am. Pet. ¶¶
38–41. Further, for the reasons below, the Court also finds that Slant has pleaded facts
sufficient to support its claim that the parties were entitled to receive at least $10 million
in aggregate consideration under the Letter Agreement.
B. Slant’s pleadings and factual allegations overcome Octane’s jurisdictional challenges.
In its Plea, Octane challenges both the pleadings and the existence of jurisdictional
facts as bases for the Court’s lack of jurisdiction over the case. The Court will examine both
challenges in turn.
OPINION AND ORDER, PAGE 10 1. Challenge to Pleadings
¶ 19 In its Plea, Octane argues that Slant has not pleaded sufficient facts alleging
that Slant was entitled to receive over $10 million in consideration at the time of
contracting. De f.’s Plea at 4. Octane distinguishes what Slant “expected to receive” from
what it was “entitled to receive.” Id. at 5. Additionally, Octane argues that Slant did not
affirmatively show how the parties valued Slant’s waiver associated with the Green Gables
drilling, which Slant also uses to argue that the Letter Agreement is a qualified transaction.
Id. In accordance with Texas’s liberal pleading standard, the Court finds that Slant has
pleaded enough facts to support its claim that the Letter Agreement is a qualified
transaction under Texas Government Code Chapter 25A.
¶ 20 In its Amended Petition, Slant alleges that the value of the waivers (i.e., the
consideration) was “the value of the additional oil and gas that both Slant and Octane
expected to receive as a result of the increased productive lateral length that drilling at an
off-lease penetration point provided.” Pl.’s Am. Pet. ¶ 13. Slant also alleges that, at the
time of contracting, “Slant knew that the receipt of Octane’s waiver would increase the
productive lateral length of Slant’s future wells by an estimated 515 feet per well,” which
would allow for over 33,000 additional feet of productive lateral length over an estimated
65 wells. Id. ¶ 14. Slant asserts that it expected to produce at least an additional 2.6 million
barrels of oil, 2.9 billion cubic feet of natural gas, and 305,000 barrels of natural gas liquids
based on Octane’s promise to waive objections. Id. ¶ 15. Slant, therefore, valued Octane’s
promised waivers at about $130 million at the time of contracting. Id.
OPINION AND ORDER, PAGE 11 ¶ 21 As for the value of the Gardendale Wells waiver specifically, the drilling of
which is the crux of Slant’s alleged damage amount, Slant further alleges that it expected
to produce an additional 41,200 barrels of oil, 44,800,000 cubic feet of natural gas, and
4,700 barrels of natural gas liquids at the time of contracting, which was valued at over
$11.5 million. Id. ¶ 16; see id. ¶¶ 38, 41. Regarding the value of Slant’s waiver for the
Green Gables drilling, Slant alleged that the waiver “similarly allowed Octane to increase
its productive lateral length for the wells,” and Octane’s consideration at the time of
contracting was also over $10 million. Id. ¶ 18.
¶ 22 Based on the foregoing factual allegations, Slant has satisfied the pleading
standard set forth in Texas Rule of Civil Procedure 354(a) and Miranda and has
successfully pleaded the Court’s authority to hear the case under Texas Government Code
§ 25A.004(d)(1).
¶ 23 In arguing that Slant’s jurisdictional allegations provided no indication of
what consideration it was entitled to receive at execution, Octane cites an Austin Court of
Appeals opinion. Def.’s Plea at 5 n.3 (citing Hughes v. Pearcy, No. 03-10-00319-CV, 2014
WL 7014353, at *3 (Tex. App.—Austin Dec. 8, 2014, pet. denied) (mem. op.)). In Hughes,
Pearcy contracted with Hughes to sell his business, PPI, to Hughes. Hughes, 2014 WL
7014353, at *1. Pearcy also agreed to grant PPI the exclusive rights to certain microbial
formulations for five years in exchange for royalties. Id. Per the licensing agreement, the
royalty payments were 14 percent of the business’s net sales up to $189,000 per year. Id.
at *1, 3. Once the five-year period was over, PPI had the option to purchase the formulations
OPINION AND ORDER, PAGE 12 for $100,000; PPI could also accelerate this purchase option if the maximum unpaid
royalties remaining under the agreement and the formulation purchase price were paid. Id.
at *1. Pearcy alleged that Hughes accelerated PPI’s purchase option, but PPI refused to pay
the remaining unpaid royalties and the formulation purchase price despite Pearcy providing
Hughes with the formulations. Id.
¶ 24 During the litigation, there was a dispute regarding venue. Id. at *2. To
resolve the venue question, the court analyzed whether the mandatory venue provision in
Texas Civil Practice and Remedies Code § 15.020 for major transactions applied. Id. A
“major transaction” is “[a] transaction evidenced by a written agreement under which a
person pays or receives, or is obligated to pay or entitled to receive, consideration with an
aggregate stated value equal to or greater than $1 million.” TEX. CIV. PRAC. & REM. CODE §
15.020(a) (emphasis added). The transaction underlying the suit was made up of four
separate contracts, including the licensing agreement. Hughes, 2014 WL 7014353, at *3.
After determining that the other three contracts expressly entitled Pearcy to $500,000, the
court ultimately determined that the transaction was not a major transaction because of the
licensing agreement. See id. Because the royalty payments under the licensing agreement
were “contingent upon PPI’s future sales and PPI electing to purchase the formulations at
a later date,” the court could not conclude that the agreement obligated Pearcy to the
remaining $500,000 needed to make the transaction a major transaction. Id. The court
stated, “On the face of this agreement, PPI may never have been obligated to pay any sum
as consideration because all payments are conditioned on future, uncertain net sales and
OPINION AND ORDER, PAGE 13 the Appellants electing to exercise their option to purchase Pearcy’s formulations at a future
date.” Id.
¶ 25 Setting aside that Hughes focuses on major transactions and does not address
pleadings challenges under pleas to the jurisdiction, even if Hughes applied to deem what
Slant was entitled to receive under the Letter Agreement too uncertain, Slant also alleged
that its promise to provide a waiver for Octane’s Green Gables Wells (what Octane was
entitled to receive) was worth at least $10 million. See Pl.’s Am. Pet. ¶ 18. Therefore, the
value of consideration for that promise alone would have made the Letter Agreement a
qualified transaction. Additionally, the Court must consider Slant’s intent and construe its
allegations liberally in its favor. See Miranda, 133 S.W.3d at 226. Doing so makes Slant’s
allegations sufficient to overcome this jurisdictional challenge.
¶ 26 Further, the Hughes court cited In re Texas Association of School Boards, 169
S.W.3d 653 (Tex. 2005), for support of its conclusion. Hughes, 2014 WL 7014353, at *3.
But, in that case, the Supreme Court of Texas found that an insurance agreement was not a
major transaction because the consideration’s aggregate stated value was the insurance
premiums paid, not the insurance limits. See In re Tex. Ass’n of Sch. Bds., 169 S.W.3d at
658. This was because an insurance agreement is an aleatory contact—“a contract in
which a promise is conditioned on the happening of a fortuitous event, an event of
chance”—and the consideration for such an agreement is the premiums that covers a
party’s assumption of the risk that a fortuitous event will occur. Id. at 658–59. The Letter
Agreement cannot be categorized as an aleatory contract, as the obligations of the parties
OPINION AND ORDER, PAGE 14 were not conditioned on events of chance. And the parties did not assume the risk of certain
events occurring. Instead, each party assumed obligations to provide waivers upon request
and production data once the wells were drilled. See Spin Dr. Golf, Inc. v. Paymentech, L.P.,
296 S.W.3d 354, 359 (Tex. App.—Dallas 2009, pet. denied) (contrasting assumption of
risk from assumption of obligation under contract). In short, the consideration each party
was entitled to under the Letter Agreement was not contingent on future events of chance.
While future fortuitous events could impact the value ultimately derived from that
consideration (i.e., revenue), the relevant inquiry here is the value of the consideration at
the time of contracting. See Atlas IDF, LP v. NexPoint Real Est. Partners, LLC, 2025 Tex.
Bus. 16, ¶ 33, --- S.W.3d ----, 2025 WL 1381574, at *4 (1st Div.).
¶ 27 Accordingly, the Court deems Octane’s pleadings challenge unsuccessful.
2. Challenge to Jurisdictional Facts
a. Octane failed to successfully refute the existence of jurisdictional facts.
¶ 28 With its Plea, Octane produced several exhibits in an attempt to refute Slant’s
jurisdictional allegations that the Letter Agreement entitled Slant and Octane to receive at
least $10 million in consideration at the time of contracting. Octane also argued that Slant
failed to produce evidence supporting these allegations. In accordance with Miranda and
Powell, the Court concludes that (1) the evidence presented by Octane fails to refute Slant’s
assertion that the Letter Agreement is a qualified transaction for purposes of conferring
jurisdiction on the Court and (2) Slant has produced evidence sufficient to survive Octane’s
no-evidence argument.
OPINION AND ORDER, PAGE 15 i. The Letter Agreement
¶ 29 Octane argues that the Letter Agreement itself refutes jurisdiction because
(1) it is silent about the value of Octane’s waivers for future drilling permits, (2) “Slant
cannot alter the Letter Agreement’s stated consideration with allegations,” and (3) Slant
was not entitled to receive consideration over $10 million at the time of contracting because
Octane’s promise to waive objections to future permit applications is an unenforceable
agreement to agree with no value. Def.’s Plea at 6–7.
¶ 30 First, while including a dollar amount would have been helpful to
determining the value of consideration, a recital of consideration is not required to be
included in a written contract. See Gooch v. Am. Sling Co., 902 S.W.2d 181, 185 (Tex.
App.—Fort Worth 1995, no writ) (citing Wright v. Robert & St. John Motor Co., 58 S.W.2d
67, 69 (Tex. [Comm’n Op.] 1933) (explaining that a written contract presumes
consideration and that the burden is on the defendant to prove want of consideration). Also,
as argued by Slant, there is no language in Texas Government Code Chapter 25A that
requires that the value of consideration be stated in the contract. See Def.’s Plea Resp. at 4.
Compare TEX. GOV’T CODE § 25A.001(14) (definition of “qualified transaction” providing
for “aggregate value”), with TEX. CIV. PRAC. & REM. CODE § 15.020(a) (definition of “major
transaction” providing for “aggregate stated value”). Therefore, the fact that the Letter
Agreement does not state the monetary value of Octane’s future waivers does not mean the
contract itself refutes Slant’s allegation that the waivers were worth at least $10 million.
OPINION AND ORDER, PAGE 16 ¶ 31 Second, the Court does not believe that Slant’s jurisdictional allegations alter
the Letter Agreement’s “stated consideration.” Consideration is an exchange of promises
bargained for by the parties to a contract. Roark v. Stallworth Oil & Gas, Inc., 813 S.W.2d
492, 496 (Tex. 1991). Consideration “consists of either a benefit to the promisor or a
detriment to the promisee.” Id. The aggregate value of the consideration used to support a
qualified transaction is determined at the time of contracting. See Atlas IDF, 2025 Tex.
Bus. 16, ¶ 33, 2025 WL 1381574, at *4 (citing Goosehead, 533 F. Supp. 3d at 376, 380).
¶ 32 The consideration that each party was entitled to receive is apparent from the
Letter Agreement. The agreement consists of two provisions, one pertaining to the drilling
of Octane’s Green Gables Wells and the other pertaining to the future drillings of Slant
wells:
OPINION AND ORDER, PAGE 17 De f.’s Plea, Ex. C. Slant alleges that its promise to provide a waiver for the Green Gables
Wells and Octane’s promise to provide future waivers for Slant’s wells entitled each party
to consideration with an aggregate value of at least $10 million at the time of contracting.
Slant’s attempt to place a dollar value on those promises does not alter the consideration
set forth in the Letter Agreement.
¶ 33 Lastly, even if Octane’s promise to provide future waivers is an unenforceable
agreement to agree with no value, this does not refute the allegation Slant’s promise to
provide a waiver for the Green Gables Wells to Octane was worth at least $10 million at the
time of contracting, which provides an independent basis for concluding that the Letter
OPINION AND ORDER, PAGE 18 Agreement is a qualified transaction. Therefore, the Court does not believe that considering
the enforceability of Octane’s future waiver promise is necessary for the jurisdictional
analysis.
¶ 34 In addressing Slant’s allegation that the Green Gables waiver provision
provided an independent basis for jurisdiction, Octane argued at the May 7, 2025 hearing
that the Letter Agreement is divisible, making each provision separate contracts.
Therefore, Octane asserted that any value Slant placed on the future waiver provision
cannot be placed on the Green Gables waiver provision to establish jurisdiction.
Additionally, according to Octane, interpreting the Letter Agreement as divisible will
further show a lack of jurisdiction, as the future waiver provision is an unenforceable
agreement to agree and the action does not arise out of the Green Gables waiver provision.
¶ 35 In support of these arguments, Octane referenced Stanley Works v. Wichita
Falls Independent School District, 366 S.W.3d 816 (Tex. App.—El Paso 2012, pet. denied).
In this case, Stanley Works and Wichita County, Texas entered into a tax abatement
agreement, whereby Stanley Works would make personal property additions and
improvements to its Wichita Falls, Texas tool manufacturing facility. Stanley Works, 366
S.W.3d at 820. The work was to occur in three separate phases—Phase I, Phase II, and
Phase III—and was detailed in the agreement. Id. at 820–21. Under the agreement, the
county would give Stanley Works declining ad valorem tax abatements on these additions
and improvements. Id. at 821. If Stanley Works failed to complete the work for each phase,
the agreement provided that the company would have to repay all property tax revenue the
OPINION AND ORDER, PAGE 19 county lost related to the additions and improvements. Id. Wichita Falls Independent
School District (“WFISD”) was also a party to the agreement. Id. at 820. WFISD sued
Stanley Works, alleging that the company did not make all the required additions and
improvements to the Wichita Falls facility and failed to repay the county’s lost property tax
revenue. Id. at 822. The trial court ruled in WFISD’s favor, and Stanley Works appealed.
Id.
¶ 36 On appeal, Stanley Works argued that the agreement was a divisible contract
separated into three parts: Phases I, II, and III. Id. at 826, 827. The appellate court relied
on principles of contractual construction to determine whether the agreement was divisible.
Id. at 826. “In construing a contract, a court must ascertain the true intentions of the
parties as expressed in the writing itself,” which requires examination of the whole contract
to harmonize and effectuate every provision and avoid rendering any provision meaningless.
Id. Whether a contract is divisible involves consideration of the parties’ intent and conduct
and the agreement’s subject matter. Id. at 827. “If there is a single assent to a whole
transaction involving several things, a contract is entire, but if there is a separate assent to
each of the several things involved, it is divisible.” Id. Further, “[a] contract is divisible
when the performance by one party consists of several distinct and separate items and the
price paid by the other party is apportioned to each item.” Id.
¶ 37 The court concluded that the tax abatement agreement’s express language
showed the parties’ intent to create a divisible contract. Id. at 828. Section 4.4 of the
agreement provided the following:
OPINION AND ORDER, PAGE 20 If [Stanley] fails to make the personal property additions and improvements to the Premises which are described in this Agreement as Phase I, II, or III, respectively, [Stanley] shall repay all property tax revenue lost by the County as a result of this Agreement insofar as such lost tax revenue relates to the additions and improvements described in the particular Phase, subject to any and all lawful offsets, settlements, deductions or credits to which [Stanley] may otherwise be entitled; provided, however, the failure to make the additions and improvements in any particular Phase shall not adversely affect the tax abatement provided for herein with respect to any other Phase.
Id. at 827 (alteration in original). Because the language “plainly contemplate[d]” that
specific additions and improvements were assigned to specific phases and the failure to
complete one phase would not affect the tax abatement provided for another, the court
concluded that the parties intended the contract be divisible. Id. at 827–28. Any other
interpretation of Section 4.4 would render it meaningless. Id. at 828.
¶ 38 The case at bar is distinguishable from Stanley Works. The Letter Agreement
does not contain any express language similar to Section 4.4. There is no language that
expressly divides performance by each party into separate phases or parts. And there is no
language that expressly states that the failure of one party to perform under one provision
will not limit that party’s right to receive the waivers or data it contracted for in the other
provision. Additionally, the Letter Agreement contains a single assent (i.e., the parties’
signatures at the end of the agreement), evidencing a non-divisible contract. See id. at 826.
Therefore, the Court is not persuaded by Octane’s divisibility argument.
ii. Contract Negotiations
¶ 39 Octane argues that the documents evidencing the parties’ negotiations show
there was no mention of the future waiver provision, as “Slant was interested in a waiver-
OPINION AND ORDER, PAGE 21 for-data exchange—not the waiver-for-waiver deal, that Slant now alleges as a basis for this
Court’s jurisdiction.” Def.’s Plea at 9.
¶ 40 These documents consist of an email thread between Octane’s Jared Blong
and Slant’s Sean Gill from February 2023 where the parties negotiated the Letter
Agreement. Def.’s Plea, Ex. B. The emails indicate that Blong sent a draft of the Green
Gables Wells waiver the parties discussed via text to Gill on February 6, 2023. On February
15, Gill responded that Slant would be “open to granting the waiver in exchange for drilling,
completion, flowback and production data for the wells being drilled.” On February 20,
Blong indicated that Octane revised the waiver and asked that it be turned around quickly
for submission to the RRC. On February 22, Gill indicated that he sent Blong the Letter
Agreement “to document the exchange further.” On February 23, Blong sent Gill the
executed Letter Agreement and asked for Gill to sign it as well. The same day, Gill sent the
final Letter Agreement signed by both parties and the signed Green Gables waiver.
¶ 41 This email thread does not refute Slant’s jurisdictional allegations. The
Court acknowledges that there is no mention of an agreement that Octane would provide
waivers for future Slant drilling applications anywhere in the email thread. However, the
absence of discussion regarding that provision in the thread does not mean that Slant was
not interested in a “waiver-for-waiver deal”; in fact, Blong sending Gill the Letter
Agreement that included the future waiver provision suggests that Slant was interested in
such an agreement during negotiations. And nothing in the email thread refutes Slant’s
allegation that its Green Gables Wells waiver and Octane’s future waivers entitled the
OPINION AND ORDER, PAGE 22 parties to consideration with an aggregate value of at least $10 million at the time of
contracting. As such, this exhibit also fails to refute jurisdiction.
iii. Slant’s Post Hoc Valuation of the Green Gables Wells Waiver
¶ 42 Octane also produced an email thread from January 2025 in which Slant
personnel attempted to calculate the value of Slant’s agreement to provide a waiver for
Octane’s Green Gable Wells. De f.’s Plea, Ex. F.
¶ 43 While Slant was not in the position to accurately calculate this figure (as it
pertained to Octane’s wells), Slant’s attempt to do so does not refute its allegation that was
Octane was entitled to receive at least $10 million in aggregate consideration under the
Letter Agreement. An attempt to create a detailed calculation of the value of consideration
after the fact does not refute that that value met the jurisdictional threshold. As Slant
argues, while the Goosehead court found that a party’s projections created before entering
a franchise agreement satisfied the $1 million aggregate-consideration threshold, the court
did not adopt a rule stating that such evidence must have existed at the time of contracting.
See Goosehead, 533 F. Supp. 3d 367 at 380; Pl.’s Plea Resp. at 9. And this Court is unaware
of any case that has established such a rule. Therefore, the Court refuses to create such a
rule at this time.
iv. Slant’s Jurisdictional Discovery Responses
¶ 44 In the section of Octane’s argument titled “Slant’s discovery responses do
not support and undermine its jurisdictional allegations,” Octane argues that Slant’s
discovery responses refute jurisdiction because (1) Slant’s interrogatory responses stating
OPINION AND ORDER, PAGE 23 that it valued Octane’s future waivers at about $130 million at the time of contracting were
unsupported and (2) Slant produced no evidence, such as projections created during
contract negotiation, of its valuation of the future Octane waivers. Def.’s Plea at 8; see
Def.’s Plea, Ex. D.
¶ 45 Courts review the substance of pleadings and motions to determine the proper
characterization of them. Powell, 704 S.W.3d at 448. In substance, Octane’s argument
that Slant has not produced evidence supporting its jurisdictional allegations mirrors a no-
evidence motion for summary judgment. See Def.’s Plea at 8–9 (“Slant, however, has
produced no evidence that [the allegations set forth in its interrogatory responses] are
actually true; that is, Slant has no ʻprojections’ it created during negotiations about how it
valued Octane’s waiver.”). Therefore, the Court’s analysis of this argument will be akin to
the no-evidence summary judgment standard. See Powell, 704 S.W.3d at 447. Once Octane
put forth its no-evidence argument, Slant was required to present more than a scintilla of
evidence to create a genuine issue of material fact regarding jurisdiction and overcome the
challenge. See Swanson, 590 S.W.3d at 551. Slant did just that by filing supporting
evidence, including uncontroverted expert declarations. Pl.’s Plea Resp., Exs. 1–2; see Pl.’s
Plea Resp. at 14–15. Slant has therefore overcome Octane’s no-evidence challenge to
OPINION AND ORDER, PAGE 24 jurisdiction, making denial of the Plea on that basis appropriate. 2 See Swanson, 590 S.W.3d
at 551–52. 3
b. Because Octane did not successfully refute the existence of jurisdictional facts, the Court must deny the Plea.
¶ 46 Because Octane has failed to produce evidence refuting Slant’s jurisdictional
allegation that both parties were entitled to receive consideration with an aggregate value
of at least $10 million at the time of contracting, the Court must deny Octane’s Plea.
Miranda, 133 S.W.3d at 221. Furthermore, because Slant was able to overcome Octane’s
no-evidence argument by producing more than a scintilla of evidence supporting its
jurisdictional allegations, denial of the Plea at this stage is appropriate. See Swanson, 590
S.W.3d at 551–52.
IV. CONCLUSION
¶ 47 The parties dispute Slant’s alleged damages and whether the Letter
Agreement entitles either party to receive consideration with an aggregate value of at least
2 Even if Octane’s argument in this subsection is analyzed under the traditional summary judgment standard, the Court finds that Octane has not satisfied its burden of presenting evidence refuting jurisdiction. See Miranda, 133 S.W.3d at 221; C Ten, 2025 Tex. Bus. 1, ¶ 44, 708 S.W.3d at 241. As the Court has already concluded, Slant sufficiently alleged that the parties were each entitled to receive consideration with an aggregate value of at least $10 million at the time of contracting. Slant’s “vague” discovery responses and failure to produce evidence of projections created at the time of contracting is not evidence that refutes jurisdiction. 3 In arguing that Slant should have produced evidence of valuation, Octane also produced an email thread showing Slant’s Gardendale Wells waiver request to Octane. Def.’s Plea, Ex. G. Octane appears to argue that because Slant did not request the waiver until over a year after the Letter Agreement was executed, that is evidence that Slant cannot prove the value it placed on the waiver at execution. Under either summary judgment-like standard, Octane’s argument is defeated. Under a no-evidence standard, Slant’s expert declarations provide more than a scintilla of evidence supporting jurisdiction. Under a traditional standard, producing documents showing that Slant did not request the waiver until July 2024 does not refute the allegation that Slant was entitled to receive at least $10 million in consideration at the time of contracting.
OPINION AND ORDER, PAGE 25 $10 million. While the Court makes no final determination regarding whether the amount
in controversy is over $10 million or whether the Letter Agreement is indeed a qualified
transaction, the Court concludes that (1) Slant has sufficiently pleaded facts to establish
these jurisdictional requirements under Texas Government Code § 25A.004 and (2) Octane
has failed to successfully challenge Slant’s pleadings and the existence of jurisdictional
facts.
¶ 48 Consistent with this opinion, the Court DENIES Defendant’s Plea to the
Jurisdiction.
IT IS SO ORDERED.
JERRY D. BULLARD Judge of the Texas Business Court, Eighth Division SIGNED ON: May 23, 2025
OPINION AND ORDER, PAGE 26