Texas Business Court Decision – December 18, 2025
No. 25-BC04B-0014 Sandra Hensarling v. J. George Carmichael, et al. (Fourth Div., Judge Sharp) 25-bc04b-0014-hensarling-v-carmichael-2025-tex-bus-50.pdf
Jurisdiction and Rule 91a Attorneys’ Fees. Plaintiff brought this action seeking dissolution of defendant Northglen; she pleaded the action concerns the entities’ governing document and governance, that it arises out of the Texas Business Organizations Code, that the amount in controversy exceeds $5 million, and that Northglen has a fair market value of more than $10 million; she does not seek damages, but does ask for equitable relief and dissolution of Northglen.
Defendants filed a Rule 91a motion to dismiss this suit in November, 2025, and on December 8, plaintiff filed a Notice of Nonsuit without Prejudice; the court heard the motion to dismiss and Notice at a scheduled December 10 proceeding.
Held: (1) As pleaded, the action sues on rights valued above $5 million, despite seeking no monetary relief, and the suit falls within the court’s jurisdiction;
(2) Plaintiff’s nonsuit does not prevent the court from ruling on the Rule 91a motion to dismiss because the nonsuit was untimely in that it was filed two days before the hearing and not the three days required by the rule; thus, the court must rule on the Rule 91 motion;
(3) Plaintiff’s petition survives Rule 91a dismissal; the court must decide the motion solely on the pleadings, and it would not consider two exhibits offered by defendants because they were not referenced in plaintiff’s petition nor attached to her pleading; the court would consider the Northglen partnership agreement because plaintiff expressly sues on it and references it in her petition; the petition for winding up Northglen’s affairs under Tex. Bus. Organizations Code section 11.314 has a basis in law and fact, and gives defendants fair notice of the grounds for dissolution – that Northglen’s contractual purposes cannot be accomplished; defendants’ argument that this claim is barred by an amended partnership agreements is beyond the Rule 91a record and would not be considered; and
(4) Rule 91a permits, but does not require, an award of attorneys’ fees to the prevailing party; the court declines to award fees or costs to plaintiff.