Texas Business Court Decision – October 7, 2026

No. 25-BC08A-0014  Michael E. Crain v. William “Will” Northern (Eighth Division, Judge Bullard) 2026 Tex. Bus. 72 25-bc08a-0014-crain-v-northern-26-tex-bus-72.pdf

Contracts/Summary Judgments.

Background. For the court’s earlier opinion granting defendant’s plea to the jurisdiction on plaintiff’s derivative claims on the entities’ behalf for lack of standing, see Crain v. Northern, 2026 Tex. Bus. 11 (Mar. 11, 2026)  Texas Business Court Decision – March 11, 2026 – Dowd Bennett

Crain and Northern formed Northern Crain Realty, LLC and two subsidiaries (the NC entities) in 2020. Their relationship crumbled over a real estate opportunity involving the acquisition of Woodhaven Country Club. Crain sued Northern in 2025 on individual and derivative claims. The court dismissed the derivative claims for lack of standing and resolved several of Crain’s other claims. Northern then moved for combined traditional and no-evidence summary judgment on Crain’s remaining individual claims: breach of contract, quantum meruit, civil conspiracy, misappropriation of confidential information, fraud/intentional misrepresentation, common law fraud, and fraud by nondisclosure. Crain filed his response late, without consent or leave of court, and the court struck it at a July 15, 2026 hearing.

Issues:

1. Whether the court could consider Crain’s untimely response; and
2. Whether Northern is entitled to summary judgment on each remaining claim, on no-evidence grounds, traditional summary judgment grounds, or both.

Discussion:

1. Analytical framework and the late response. A no-evidence motion is akin to a pretrial directed verdict. It is properly sustained when there is no evidence of a vital fact or no more than a scintilla of evidence in support. Evidence is no more than a scintilla if it creates only surmise or suspicion. In a traditional summary judgment, the movant must conclusively negate an element or establish an affirmative defense. As to the late response, a late response filed without leave is not considered. The court will examine the no-evidence grounds first.
2. Breach of contract. The only contracts of record were the NC entities’ Company Agreements, to which Northern was not individually a party; Crain admitted no contract existed between him and Northern. Any duties breached ran to the NC entities, so any remedy would accrue to them. The breach of contract claim fails on both no-evidence and traditional grounds.
3. Quantum meruit. Crain’s evidence on this claim did no more than create a surmise or suspicion of its existence and should be dismissed on no-evidence grounds. His services were directed to the NC entities and were not intended to benefit Northern. Further, the Company Agreements required unanimous written consent for member compensation, and such consent is not present here.
4. Civil conspiracy. Crain’s claim for civil conspiracy is no more than a recitation of the elements of the claim and identified neither co-conspirators nor an overt act. Even assuming, arguendo, that Crain’s former attorney, Goldthwaite, is assigned the co-conspirator role, he was dismissed at an earlier stage of the case. The claim is dismissed on both no-evidence and traditional summary judgment grounds.
5. Misappropriation of confidential information. This claim is impermissibly derivative because it alleged that Northern obtained the NC entities’ confidential information, and Crain no longer has derivative claims on their behalf. Further, Crain failed to provide the court with evidence delineating the alleged trade secret, the confidential information, or the resulting breach or the causal damages. The claims is conclusory and does not rise to the level that would enable reasonable and fair-minded people to differ in their conclusion. The motion is granted on both grounds.
6. Fraud, negligent misrepresentation, and fraud by non-disclosure. Crain’s fraud/intentional misrepresentation claim is missing evidence of vital facts and accordingly fails. He has shown no material false representation, inducement, or reliance, and any injury would belong to the NC entities. Summary judgment on no-evidence grounds is granted on this claim. The nondisclosure claim fails because no formal fiduciary relationship existed, and there is no duty to disclose absent a confidential or fiduciary relationship. Summary judgment is granted on both grounds as concerns this claim.

The motion for summary judgment is granted on all claims.