Texas Business Court Decision – April 2, 2026
No25-BC01B-049 Dallas Sports Group, LLC, et al v. DSE Hockey Club, L.P., et al. (First Division, Judge Whitehill) 25-bc01b-0049-dallas-sports-group-v-dse-hockey-club-2026-tex-bus-15.pdf
Contracts. (This is a 92-page opinion. I have attempted to hit the main issues, but I am leaving out of much of Judge Whitehill’s detailed analysis of the claims and the application of Texas law.)
Background. The Dallas Mavericks (“Mavs”) and Dallas Stars (“Stars”) each own 50% of the entities that operate their shared stadium, the American Airlines Center. Their agreements contain “Relocation Event” clauses allowing the one partner to redeem the other’s 50% ownership interest for just $110 if that partner breaches the “Location Commitment” in the agreements – a promise to keep the team’s principal offices in Dallas. The Mavs and Stars are at an impasse over modernizing the AA Center and the length of possible Stars’ lease extension. In October 2024, the Mavs sent the Stars a redemption letter and tendered $110, claiming the Stars had been in breach of the agreements’ Location Commitment since 2003, when they moved their offices and practice facility to Frisco, Texas. The Stars rejected the redemption and tender, and this suit followed; the Stars counterclaimed, accusing the Mavs of a hostile takeover.
In a nutshell: The matter comes before the court on seven motions for summary judgment, five filed by the Stars. “Despite extensive briefing and arguments, this case distills to this pivotal issue: whether the parties’ ‘Location Commitments’ require that the ‘Teams’ principal, public-facing presence be in Dallas, Texas?”
“After apply the applicable law and contract construction rules to the undisputed facts, the court concludes as a matter of law that the Location Commitments have only one reasonable meaning: ‘Owners’ are required to designate and maintain in Dallas the principal corporate and executive offices of their respective ‘Team,’ rather than the ‘Owner’s’ own such offices. Further, the evidence conclusively established that at all relevant times the Mavericks have complied with this requirement – while the Stars have not.” The Stars’ motions for summary judgment are denied, while the Mavs’ motions are granted. The Mavs successfully redeemed the Stars’ interests in both management entities on October 25, 2024, and the three Stars-appointed board members of the Center GP (the partnership’s general partner) were terminated that date. The Mavs are the sole owners of both management entities. A tortious interference claims survives, and is set for trial on May 11, 2026
Held: (1) Could the Mavs redeem unilaterally? Yes. The court rejects the Stars’ argument that only the partnership entities could trigger a redemption, not an individual partner, reasoning that the agreements expressly give the “Remaining Partner” the right to cause a redemption, and requiring a formal vote would be futile given the 50/50 deadlock; the law does not require futile acts.
(2) Did the Mavs’ own Las Vegas office filings disqualify them? No. The Stars pointed to a number of government filings the Mavs had made listing Las Vegas addresses for certain Mav corporate affiliates, arguing the Mavs had themselves triggered a Relocation Event. The court says no, citing the agreements’ use of two terms – Teams and Owners – each meaning something different. The Location Commitment requires the Team’s principal offices to be in Dallas, meaning the players, coaches, trainers, and administrative staff, and not the Owner’s corporate entities. The Mav’s general counsel submitted a declaration that the Team’s offices have always been in Dallas.
(3) Was the Mavs’ claim time-barred? No. The limitations period ran from November 2024, when the Stars rejected the redemption letter, and not from 2003 when they moved operations to Frisco.
(4) Application of the doctrine of original impossibility? No. The Stars argued that it was also impossible for them to comply with the Dallas office requirement. The court rejected this argument because the Stars knew of the alleged impossibility at the time they signed the partnership agreements, and they offered no evidence as to why they couldn’t have move to Dallas.
(5) Did the Mavs waive their rights by waiting more than 20 years? No, for two reasons: (a) the agreements contain explicit nonwaiver clauses providing that failing to enforce a right did not constitute a waiver; the Mavs could contractually wait as long as they chose to assert the claim; and (b) the Mavs’ own Las Vegas filings and years of consenting to financial transactions as “affirmative conduct” inconsistent with the exercise of redemption rights did not not unequivocally manifest an intent to waive.
(6) Application of the defense of laches? No. The court dismisses this defense because the Stars failed to raise in response to the Mavs’ declaratory judgment motion and because the Stars produced no evidence that they changed their position or took any action to their detriment in reliance on the Mavs’ delay – an essential element of the defense under Texas law.