Texas Business Court Decision – July 8, 2026
No. 26-BC04A-0005 Abigail Kampmann, etc., et al. Mark Smith (Fourth Division, Judge Barnard) 2026 Tex. Bus. 42
Partnership Agreements/Jurisdiction/Abatement.
Background. Kampmann and Smith formed Principle Auto Group, LLC (PAG) in 2014 which serves as general partner of Principle Auto Management, Ltd (PAM), an entity which manages car dealerships. Kampmann and Smith also jointly own, with a third partner, three related “MS Entities” formed to hold Mississippi auto dealerships. The parties’ business relationship soured, spawning parallel litigation: a 2024 Tarrant County, Texas suit by Smith against Kampmann (tried to a jury verdict for Smith, but no final judgment was entered), and two Kendall County, Texas suits (the “Bavarian Suit” and a severed claim from the Tarrant County action, together the “Kendall County suits”) concerning employee interference and Kampmann’s alleged diversion of business opportunities. Kampmann then filed this Business Court action seeking: (1) declarations that PAG and PAM must be dissolved and that Smith’s February 2026 buyout offer for the MS Entities was noncompliant with governing partnership agreements; (2) breach of contract; (3) breach of fiduciary duty claims against Smith concerning the MS Entities; and (4) statutory winding-up of PAG and PAM under the Texas Business Organizations Code. Smith filed a Plea to the Jurisdiction challenging Counts 1-3 for lack of a justiciable controversy, and a Plea in Abatement (or, alternatively, a Motion to Transfer) urging deference to the pending Kendall County Suits.
Issue Presented: (1) Whether the court has subject-matter jurisdiction over Counts 1-3; (2) whether the earlier-filed Kendall County Suits are so inherently interrelated with this action that the principle of dominant jurisdiction requires abatement; and (3) alternatively, whether the case should be transferred to Kendall County.
Held: The court denies all of Smith’s request.
(1) On Jurisdiction, the court holds Smith improperly conflated the merits question of provable damages with the jurisdictional question of concrete, particularized injury. Plaintiffs adequately plead a justiciable controversy over competing interpretations of the buy-out provisions and alleged cognizable injuries from Smith’s side deal with Carvana, his appointment of a Platform Manager at a Mississippi Toyota dealership, and his allocation of personal legal-fees to three dealerships.
(2) On Abatement, the court finds the Kendall County Suits are not “inherently interrelated” with this case under the logical-relationship test; the dissolution and MS Entity claims turn on different facts; additionally a Kendall County court lacks statutory authority to order winding-up of PAG and PAM, which are Bexar County entities – see Section 11.314 of the Texas Business Organizations Code. Discretionary abatement is not available as the Legislature did not authorize this court to decline original jurisdiction.
(3) On Transfer, this alternative fails because Kendall County is not a proper venue for the dissolution claims.
The Plea to the Jurisdiction is denied; the Plea in Abatement is denied; and the Alternative Motion to Transfer is denied.