Texas Business Court Decision – July 29, 2026

No. 25-BC08A-0012 Janice Simpson v. Bobby R. Simpson, et al. (Eighth Division, Judge Bullard) 2026 Texas Bus. 52      25-bc08a-0012-simpson-v-simpson-2026-tex-bus-52.pdf

Contracts/Fiduciary Duty.

Background.

Janice and Bobby Simpson divorced in 2021 pursuant to an Agreed Final Decree of Divorce that divided Bobby’s ownership interest in the Texas Rangers, held through Hardball Express LLC (HBE). Because Major League Baseball would not approve Janice as a direct share owner, the Agreed Decree created a Constructive Trust under which Bobby held Janice’s interest (Interests Held in Trust), owing her fiduciary duties of loyalty, full disclosure, and preservation. Section 16.1(d) of the Decree (Section D) allowed Bobby, at his sole election and without liability to Janice, to fund capital calls from his separate property and retain resulting units even if that diluted Janice’s interest. A separate tag-along provision (Section F) required 15 days’ notice if Bobby disposed of more than 50% of his Original Retained Interest. Following three Rangers capital calls in March and August, 2025 and February 2026, and Bobby’s 2025 Unit Transfer Agreements (UTAs) to sell certain Class B units, Janice sued for breach of fiduciary duty, breach of contract, and fraud by nondisclosure, alleging Bobby failed to notify her of the March 2025 capital call and improperly disposed of more than 50% of his Original Retained Interest without triggering her tag-along rights. The matter comes before the court on motions for summary judgment.

Issues:

1. Whether Bobby breached fiduciary and contractual duties of loyalty, disclosure, and preservation regarding the March 2025 capital call and his voting conduct;
2. Whether the Unit Transfer Agreements (UTAs) disposed of more than 50% of Bobby’s Original Retained Interest, triggering Section F’s tag-along notice obligation; and
3. Whether Janice raised a genuine issue of material fact or presented evidence sufficient to survive summary judgment on her fiduciary duty, breach of contract, and fraud by nondisclosure claims.

Discussion:

1. On the breach questions presented by Janice’s partial summary judgment motion (traditional), the court found that although Bobby breached his duty to disclose the March 2025 capital call within the required 24 hours, Section D’s exculpatory language shielded him from liability for any resulting dilution. Janice’s claimed damages were speculative and unrecoverable, particularly since she sought no equitable relief.
2. On the UTAs, the court held Bobby’s sale comprised only 25% (9 of 36 units) of his Original Retained Interest – excluding 9 units later acquired via the March 2025 capital call – falling short of Section F’s 50% trigger, so no tag-along notice duty arose.
3. Bobby’s votes for Rangers-wide capital calls likewise did not breach Section C of the divorce decree, as no differential dilution among same-class owners occurred.
4. In sum, the court denies Janice’s motion for summary judgment in full; grants Bobby’s motion, both traditional and no-evidence, on all claims; and denies Janice’s no-evidence and affirmative defense motion as moot.