Texas Business Court Opinion – January 26, 2026

No. 25-BC01A-022  Esteban Quintero, et al. v. Urban Infraconstruction LLC and Anup Tamrakar (First Division, Judge Bouressa)  25-bc01a-0022-qunitero-v-urban-infraconstruction-2026-tex-bus-3.pdf

Contracts. This breach of contract and fraud action comes before the court on Rule 166 briefing. Based on that briefing, the court orders a partial summary judgment in favor of defendants. The facts of the case are not fully developed, but it appears that Quintero claimed he had become a member of Urban LLC and that the court had ruled against him, finding a lack of proof. He asked for reconsideration based on new evidence showing he had made a capital contribution. This memorandum opinion deals with this motion and other matters.

Held: (1) The court finds the new evidence insufficient to prove Quintero became a member of Urban LLC as Quintero was not identified as an initial member in Urban LLC’s Certificate of Formation, did not later become a member under any of the circumstances set out in Tex. Bus. Org. Code Sec. 101.103(b), and did not plead or prove that he ever sought admission after the LLC was formed – Sec. 101.103(c); the new evidence of a deposit of capital is insufficient to establish membership as plaintiff cites no case law for the proposition that evidence of a deposit, standing alone, evidences admission as a member of the company, and the court can find none.

(2) To the extend Quintero is contending that a partnership was formed with defendant Tamrakar and that the partnership became a member of Urban LLC, there is similarly no evidence the partnership became a member of the LLC;

(3) On Quintero’s breach of contract, the evidence is insufficient to find the parties ever reached such definite terms as to form a contract; the terms, sketched out as bullet points on the back of kid’s restaurant menu, were not complete enough to from a contact;

(4) on plaintiff’s fraud claims, the court previously partially granted defendants summary judgment on the claims, concluding they were barred by the four-year statute of limitations; by this order the court clarifies its order as to fraud and amends the order to include Quintero’s claims for unjust enrichment; the court rejects Quintero’s arguments concerning application of a discovery rule and fraudulent concealment; and

(5) the court grants judgment as a matter of law in favor of Quintero on defendant’s claims for declaratory relief as the claims for declaratory relief do not seek affirmative relief or a declaration of rights beyond the scope of the issues already raised by Quintero’s affirmative claims, thereby rendering defendant’s counterclaims superfluous and impermissible.