Texas Business Court Decision – August 12, 2026

No. 25-BC11A-0017   Clean Hydrogen Works, LLC, et al. v. Denbury Carbon Solutions, LLC, et al. (Eleventh Division, Judge Adrogue) 26 Tex. Bus. 58  25-bc11a-0017-clean-hydrogen-works-v-denbury-carbon-solutions-2026-tex-bus-58.pdf

Louisiana Monopolization Act and Louisiana Unfair Trade Practices Act.

Background. In April 2021, Clean Hydrogen Works formed LA-1, a Louisiana LLC, to develop a clean hydrogen and “blue” ammonia production and export project in Ascension Parish, Louisiana. Denbury Carbon Solutions (Denbury) was to design, construct, own, and operate a pipeline lateral connecting LA-1’s facility to Denbury’s pipeline system to receive, transport, and sequester the project’s CO2 emissions. Denbury also invested $20 million in LA-1 in 2022-2023, becoming a minority member with an ownership stake. After ExxonMobil acquired Denbury for nearly $5 billion in November 2023, plaintiffs allege Denbury reversed course – invoking pretextual grounds to terminate the CO2 services agreement, demanding LA-1 sell an essential land option, and halting pipeline work, thereby depriving LA-1 of its only viable CO2 transportation option while benefiting a competing Exxon blue ammonia project in Baytown. Plaintiffs characterized the harm as confined to “a Louisiana pipeline, a Louisiana project, and Louisiana competitive harm.” Defendants moved under Rule 91a to dismiss LA-1’s Louisiana Monopolization Act (LMA) claim against Denbury and plaintiffs’ Louisiana Unfair Trade Practices Act (LUPTA) claims against all defendants.

Issues:

1. Whether Coca-Cola v. Harmer Bottling Co., 218 S.W.s 3d 671 (Tex. 2006) – holding that Texas courts will not decide how another state’s antitrust laws and policies apply for injuries confined to that state – forecloses LA-1’s LMA claim? Held: Yes
2. Whether that same interstate-comity rule should be extended to bar plaintiffs’ LUPTA claims, or whether plaintiffs’ LUPTA claims are otherwise legally cognizable at the Rule 91a stage? Held: They are cognizable.

Discussion.

1. Coca-Cola is binding and dispositive of plaintiffs’ LMA claim; because plaintiffs themselves characterized the antitrust injury as confined to Louisiana, comity precludes Texas court from applying Louisiana’s antitrust law, and that claim is dismissed.
2. On the LUPTA claim, the court will not extend Coca-Cola’s comity rule beyond its “unambiguous central holding” regarding antitrust laws, noting Texas courts, post-Coca-Cola, have continued applying sister-states’ unfair-trade-practices statutes. The court also rejects defendants’ argument that the LUPTA claims were merely repackaged contract claims; accepting plaintiffs’ allegations of concealment and deceptive inducement as true, the claims plausibly exceeded simple contractual nonperformance. See Tubos de Acero de Mexico, S.A. v. American International Investment  Corp., 292 F.3d 471 (5th Cir. 2002). The court cannot conclude at the Rule 91a state that plaintiffs’ LUPTA claim is legally confined to simple contractual nonperformance, and the motion is therefore denied as to the LUPTA claim.