Dallas, October 21, 2025
News Summary
The Texas Business Court swiftly resolved a $200 million commercial dispute involving Primexx Energy within nine months. The court, established to expedite complex cases, saw Judge Bill Whitehill oversee multiple hearings and deliver key legal rulings. The case revolved around allegations of breached fiduciary duties in a partnership agreement and the legitimacy of drag-along rights. Appeals have been filed, signaling ongoing legal complexities.
Dallas
Texas Business Court resolves $200 million dispute in nine months
The Texas Business Court resolved a $200 million commercial dispute in nine months after the case was filed in that court, bringing to a close a legal battle that began in 2022. The First Division decided Primexx Energy Opportunity Fund, LP et al. v. Primexx Energy Corporation et al., issuing a dispositive summary judgment and several jurisdictional rulings that left remaining defendants without sufficient ties to Texas. Judge Bill Whitehill presided over the matter, issuing multiple opinions and hearing the case across eight hearings within the nine-month period.
Key outcome and immediate details
On March 10, 2025, Judge Whitehill granted summary judgment in favor of the defendants on core claims, determining that the partnership agreement complied with the Texas Business Organizations Code and that exercise of drag-along rights by the majority investors did not breach remaining fiduciary obligations. A motion for reconsideration was denied on April 15, 2025, accompanied by a ten-page opinion expanding on the March ruling. On July 16, 2025, the court ruled that several remaining defendants lacked sufficient connections with Texas and therefore the Texas Business Court lacked personal jurisdiction over them. The court’s rulings have been appealed to the Fifteenth Court of Appeals.
Background of the dispute and procedural history
The dispute arose from the sale of Primexx Resource Development, LLC to Callon Petroleum Company and centered on rights and duties established in Primexx’s Third Amended Partnership Agreement. That agreement granted majority investors—identified as various Blackstone entities—drag-along rights and included broad disclaimers of fiduciary duties under Texas law. Minority investors, who had collectively invested $200 million in Primexx, were required under the drag-along provision to sell their interests on terms set by the majority.
On December 12, 2022, the minority investors filed suit in Dallas County’s 298th District Court alleging depletion of their investments and breach of fiduciary duties, among other claims. The defendants sought dismissal based on a forum selection clause in the partnership agreement, asserting litigation belonged in federal court in Dallas. The 298th District Court dismissed the case without prejudice on March 29, 2023, leading to a refiling in the U.S. District Court for the Northern District of Texas on May 4, 2023, which was dismissed for lack of diversity jurisdiction. The minority investors re-filed in the 298th District Court on July 31, 2023, where defendants challenged Texas personal jurisdiction.
Transition to Texas Business Court
The Texas Business Court was created by the 88th Legislature to expedite resolution of complex commercial disputes in Texas. The court opened on September 1, 2024. At that time, special appearances and a pre-discovery motion for summary judgment were pending in this dispute. The parties filed for removal to the Texas Business Court with consent on September 27, 2024. Judge Whitehill ordered briefings concerning jurisdiction due to the case’s procedural posture at the time of the court’s opening. Parties agreed to dismiss and refile directly in the Texas Business Court on October 25, 2024. Defendants ultimately refiled previous special appearances and renewed a summary judgment motion arguing the partnership agreement legally justified the sale and dissolved fiduciary duties.
Court rulings and legal findings
Throughout the nine-month Texas Business Court process, Judge Whitehill presided over eight hearings and issued five legal opinions. A significant procedural ruling found that most of the Blackstone Defendants’ special appearances were waived due to a general appearance in the initial case. The March 10, 2025 summary judgment concluded that the partnership agreement complied with Texas law and that the majority’s exercise of drag-along rights did not breach applicable fiduciary obligations. The April 15, 2025 order denied reconsideration and provided further explanation. Later rulings narrowed the case by dismissing defendants for lack of personal jurisdiction under Texas law on July 16, 2025.
Aftermath and significance
The resolution has been appealed to the Fifteenth Court of Appeals. Representatives for defendants characterized the case as an efficient fit for the Texas Business Court given its primary issues of contract interpretation. The Texas Business Court’s handling of this matter illustrates the statutory purpose behind its creation: to provide a forum intended to efficiently resolve complex commercial disputes in Texas.
FAQ
What case was resolved by the Texas Business Court?
The case resolved by the Texas Business Court was Primexx Energy Opportunity Fund, LP et al. v. Primexx Energy Corporation et al.
How much money was at issue in the dispute?
The dispute involved $200 million.
How long did it take the Texas Business Court to resolve the dispute after filing in that court?
The First Division resolved the $200 million dispute within nine months following the filing in Texas Business Court.
When did the minority investors first file suit?
The minority investors filed suit on December 12, 2022, in Dallas County’s 298th District Court.
What legal basis did defendants raise to seek dismissal early in the process?
The defendants sought dismissal based on a partnership agreement’s forum selection clause, asserting that litigation should occur in federal court in Dallas.
When did the Texas Business Court open?
The Texas Business Court opened on September 1, 2024.
What were the key rulings issued by Judge Bill Whitehill?
Judge Bill Whitehill presided over eight hearings and issued five legal opinions within nine months. On March 10, 2025, he ruled on a motion for summary judgment determining that the partnership agreement complied with the Texas Business Organizations Code and confirmed Blackstone’s exercise of drag-along rights did not breach remaining fiduciary obligations. A motion for reconsideration was denied on April 15, 2025. On July 16, 2025, the Court ruled that remaining defendants lacked sufficient connections with Texas, and the Texas Business Court lacked personal jurisdiction over them.
Has the decision been appealed?
Yes. Judge Whitehill’s decisions have been appealed to the Fifteenth Court of Appeals.
Why was the Texas Business Court created?
The Texas Business Court was created by the 88th Legislature to expedite the resolution of complex commercial disputes in Texas.
Key case features
| Feature | Detail |
|---|---|
| Case name | Primexx Energy Opportunity Fund, LP et al. v. Primexx Energy Corporation et al. |
| Amount in dispute | $200 million |
| Initial filing date | December 12, 2022 |
| Texas Business Court opening | September 1, 2024 |
| Removal to Texas Business Court | September 27, 2024 (with consent) |
| Refiling in Texas Business Court | October 25, 2024 |
| Summary judgment date | March 10, 2025 |
| Reconsideration denied | April 15, 2025 |
| Jurisdiction ruling on remaining defendants | July 16, 2025 |
| Appeal filed | Fifteenth Court of Appeals |
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Additional Resources
- Norton Rose Fulbright: Primexx Ruling Highlights Speed of Texas Business Court
- Jackson Walker: Texas Business Courts Update
- Dykema: First Year of Texas Business Court
- Vinson & Elkins: Texas Business Courts Quarterly Update Q1 and Q2 2025
- Wikipedia: Texas Business Court
Author: STAFF HERE DALLAS WRITER
The DALLAS STAFF WRITER represents the experienced team at HEREDallas.com, your go-to source for actionable local news and information in Dallas, Dallas County, and beyond. Specializing in "news you can use," we cover essential topics like product reviews for personal and business needs, local business directories, politics, real estate trends, neighborhood insights, and state news affecting the area—with deep expertise drawn from years of dedicated reporting and strong community input, including local press releases and business updates. We deliver top reporting on high-value events such as the State Fair of Texas, Deep Ellum Arts Festival, and Dallas International Film Festival. Our coverage extends to key organizations like the Dallas Regional Chamber and United Way of Metropolitan Dallas, plus leading businesses in telecommunications, aviation, and semiconductors that power the local economy such as AT&T, Southwest Airlines, and Texas Instruments. As part of the broader HERE network, including HEREAustinTX.com, HERECollegeStation.com, HEREHouston.com, and HERESanAntonio.com, we provide comprehensive, credible insights into Texas's dynamic landscape.
