Fifteenth Court of Appeals Decision – October 27, 2026

No. 15-25-00014CV  Blackstone Holdings III LP, et al. v. Primexx Energy Opportunity Fund, et al. (Appeal from the Business Court Division 1B, Dallas County, Case No. 24-BC01B-0010)

Chief Justice Brister, Author, with Justices Field and Farris

Special Appearances.

Background. “When these parties first squared off in a Dallas County district court, the Blackstone parties made a general appearance by filing an answer and convincing the trial court to enforce a forum-selection clause.” The case was dismissed, refiled in federal court and eventually wound up in the Business Court. When it did, the Blackstone parties filed special appearances, contending the Primexx parties had failed to allege any facts which would support either general or specific jurisdiction. The Primexx parties argued the Blackstone parties had waived any objection to personal jurisdiction by consenting to it in the first suit. The Business Court denied the special appearances, agreeing with the Primexx parties that this action was essentially the same as first suit and that the Blackstone parties had waived the right to object to personal jurisdiction. The Blackstone parties appeal, arguing their “actions” in the first suit could not have waived their special appearances in this, the fourth suit.

Issue: Did the Blackstone parties consent to personal jurisdiction in the first suit and if they did, does that consent carry over to the this suit in the Business Court, consistent with principles of due process?

Discussion.

1. The court reviews the denial of the special appearances de novo. Personal-jurisdiction objections can be waived and a party may consent to jurisdiction. The forum-selection clause alone could not establish consent to jurisdiction because the Blackstone parties did not sign the partnership agreement in which it appears. However, they did consent to jurisdiction by their actions in the first suit. By moving to enforce the forum-selection clause and dismiss the Primexx parties’ suit they sought affirmative action from the court, and by answering they recognized that the suit was properly pending, thereby consenting to litigate the claims in the Dallas County district court.
2. When the Blackstone parties generally appeared in the first suit, they consented not only to the exercise of personal jurisdiction by the Dallas County district court, they consented to the exercise of personal jurisdiction by the courts of the State of Texas, including the Business Court; stated more precisely, they agreed a Texas court could exercise personal jurisdiction over them in a lawsuit filed by the Primexx parties alleging breach of fiduciary duties over a business transaction identified as the “Callon transaction.” Secondly, the first and fourth suits are materially identical, raising the same claims against the same parties arising out of the same transaction and have been so described by the Blackstone parties’ co-defendants. The addition of another defendant to the fourth suit is immaterial under the circumstances. Finally, the Business Court’s exercise of  jurisdiction in the fourth suit was fair because the Blackstone parties voluntarily submitted to Texas exercising personal jurisdiction. They consented to specific personal jurisdiction, not to general personal jurisdiction in any kind of case; this cabins their consent to the same parties, claims, and forum as the first suit, and avoids any unfairness would arise from an open-ended consent.