Primexx ruling highlights speed of Texas Business Court

In creating the Texas Business Court, the 88^th Legislature mandated that the new court act swiftly and efficiently to resolve complex commercial disputes in Texas. In Primexx Energy Opportunity Fund, LP et al. v. Primexx Energy Corporation et al., the First Division answered the Legislature’s call, resolving the US$200 million dispute within nine months of its filing in the Texas Business Court.

Factual background

While the First Division made short work of resolving the dispute, the journey to get to (and remain in) Texas Business Court took nearly two years. The protracted legal battle arose from the sale of Texas-based oil and gas company, Primexx Resource Development, LLC (Primexx), to Callon Petroleum Company. 

Key to the sale of was Primexx’s Third Amended Partnership Agreement, which provided majority investors—numerous Blackstone entities, subsidiaries and affiliates (collectively, Blackstone)—with drag-along rights and disclaimed fiduciary duties to the fullest extent allowed by Texas law. 

The minority investors had collectively invested US$200 million in Primexx but were required by Blackstone’s drag-along rights to sell their shares on the majority investors’ terms.  

Alleging that the transaction depleted its investment and breached fiduciary and contractual duties, the minority investors sued Blackstone, Primexx Energy Corporation (PEC), the former CEO of PEC and the former Blackstone managing director (collectively, Defendants).

From district court to federal court and to district court again

The minority investors initially sued on December 12, 2022 in the 298^th District Court of Dallas County, alleging breach of contract, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, knowing participation in breach of fiduciary duty and civil conspiracy.

Defendants moved to dismiss the action based on the partnership agreement’s forum selection clause, which Defendants contended required the parties to litigate in federal court in Dallas, Texas. On March 29, 2023, the district court dismissed the action without prejudice, and on May 4, 2023, the minority investors re-filed the action in the United States District Court for the Northern District of Texas. The Northern District found that there was no diversity jurisdiction and dismissed the case on July 14, 2023.

On July 31, 2023, the minority investors re-filed the lawsuit in the 298^th District Court of Dallas County. The Defendants then filed special appearances, asserting that Texas lacked personal jurisdiction.

From district court to Texas Business Court to dismissal

When the Texas Business Court opened its doors on September 1, 2024, the Defendants’ special appearances, as well as a pre-discovery motion for summary judgment were pending before the district court.

On September 27, 2024, the minority investors filed a notice of removal to the First Division of the Texas Business Court, and the Defendants consented to removal. Judge Bill Whitehill asked the parties to brief whether the Texas Business Court had jurisdiction over the case, which had been pending prior to September 1, 2024 (the date the Texas Business Court began operating). 

In response, the parties agreed to dismiss the removed action but agreed to a refiled action directly in the Texas Business Court.

Plaintiffs file a new action in Texas Business Court

On October 25, 2024, the minority investors filed the case for the fourth time, in the First Division Business Court. The Defendants re-filed the special appearances they had lodged in the 2023 Dallas County District Court action. Then, several of the Defendants filed a motion for summary judgment arguing that the plain language of the partnership agreement authorized the Primexx sale and eliminated Blackstone’s fiduciary duties to the fullest extent permitted by Texas law.

Within nine months of the case’s filing, Judge Whitehill conducted eight hearings in the matter, issued five legal opinions and fully resolved the dispute that had been pending since 2022. 

In his first opinion, a 35-page opinion, Judge Whitehill held that most of the Blackstone Defendants’ special appearances were waived given their general appearance in the first-filed Primexx case. 

A month later, on March 10, 2025, Judge Whitehill issued a 79-page opinion on Blackstone’s motion for summary judgment, holding that Primexx’s partnership agreement did not run afoul of the Texas Business Organizations Code, and determining that Blackstone’s exercise of drag-along rights in the Primexx sale did not breach its remaining fiduciary duties.

The minority investors moved for reconsideration of Judge Whitehill’s March opinion and on April 15 (thirty-five days after the opinion was issued), Judge Whitehill authored a ten-page opinion rejecting reconsideration and providing further detail surrounding the March summary judgment opinion.

Many of the remaining Defendants who had not originally moved for summary judgment then asked the Texas Business Court to extend the March summary judgment opinion’s reasoning to cover them as well. On May 22, 2025, Judge Whitehill issued another opinion extending the summary judgment ruling to cover almost all of the remaining Defendants based largely on the Partnership Agreement’s broad definition of affiliates.

Finally, on July 16, 2025, Judge Whitehill ruled on the special appearances of the Defendants who had not generally appeared in the first-filed Dallas County District Court action in 2022. There, he issued a 41-page opinion determining that the remaining Defendants lacked sufficient contacts with Texas and, therefore, that the Texas Business Court lacked personal jurisdiction over them.

Chris Patton of Lynn Pinker Hurst & Schwegmann, who represented the Defendants, commented that “the efficiency and speed with which Judge Whitehill moved was fantastic and, frankly, astonishing.” Patton also noted that the matter was “ready made” for the Texas Business Court because the procedural history of the case allowed the Court to “focus on a contract interpretation issue.” Patton added that the Primexx case was an example of the Texas Business Court following its statutory remit by “applying the straightforward language of the agreement.”

Judge Whitehill’s various decisions have now been appealed to the Fifteenth Court of Appeals.

Conclusion

The activity and opinions in Primexx demonstrate that the Texas Business Court has taken heed of the Legislature’s dictate that it orderly and efficiently resolve complex commercial disputes in Texas.