Texas Business Court Decision – April 23, 2026

No. 25-BC03A-008    Enosis Investments, LLC, et al v. Brett Jensen, et al. (Third Division, Judge Andrews)

Fiduciary Duty. In 2021, George Lake and Brett Jensen agreed to acquire and manage the Reserve at Lake Travis, a mixed-use development. To do so, they formed four LLCs – Harbor Village, Hillside Cottages, Riverbend Club, and Riverbend Marina (the “Shared LLCs”) – to own and operate different components of the Reserve. The Shared LLCs are co-managed by Enosis Investments ( Lake’s entity) and Braverman Management (Jensen’s corporation), with Enosis holding the tie-breaking vote. Southfork Developments is a member, but not a manager, of the Shared LLCs. After management disputes arose, Enosis and Lake sued Jensen, Braverman, and Southfork, alleging (among other claims) breach of fiduciary duties.  The fiduciary duty question comes before the court pursuant to Rule 166(g) and the parties’ Joint Advisory on Early Legal Issues. Held: the pleadings do not support a joint venture giving rise to fiduciary duties.

1. Did a joint venture exist among the parties, giving rise to fiduciary duties between them? No. The four elements of a Texas joint venture are: (a) an agreement to engage in a joint venture, (b) a community of interest, (c) an agreement to share profits and losses, and (d) mutual right of control. Here, plaintiffs’ pleadings fail to allege an agreement to share losses, and never described how profits would actually be shared among the parties. Aside from the pleading deficiency, each of the LLC Agreements contained an explicit disclaimer stating that no party intended to form a joint venture or partnership, and each agreement contained an integration clause superseding prior agreements. While the parties could have structured their relationship as a joint venture, they instead chose to use LLCs with express anti-joint venture language; they cannot now argue around that choice.
2. Did Southfork owe fiduciary duties to the Shared LLCs? No. Southfork is a member but not a manager of the Shared LLCs, which are manager-managed. Texas law does not impose inherent fiduciary duties on non-managing members of LLCs, and neither the LLC Agreements not any specific conduct by Southfork provided a basis for imposing them here. Plaintiffs’ fiduciary duty claims against Southfork appear to rest entirely on the joint venture theory rejected above.
3.  Did Jensen owe fiduciary duties to the Shared LLCs? No. Jensen is neither a member nor a manager of the Shared LLCs – only Braverman (his corporation) is. Plaintiffs ask the court to pass Braverman’s fiduciary duty through to Jensen as its president and controlling shareholder, but they offer no veil-piercing theory to justify disregarding corporate separateness. Under Texas law, officers and shareholders are generally shielded from corporate obligations absent a basis for piercing the ceil. The parties chose their corporate structure, and the court would not create a novel pass-through fiduciary duty. Jensen’s exposure, if any, runs to Braverman, not to the shared LLCs directly.
4. Did Braverman owe fiduciary duties to the Shared LLCs?  Yes , this is uncontested. As a co-manager of the manager-managed Shared LLCs, Braverman concedes it owed fiduciary duties to them. The scope of those duties is not at issue here.

The court noted, but did not resolve, two paths that remain open. First, individual corporate actors are never shielded from their own fraudulent or tortious conduct, so plaintiffs need not plead any veil-piercing theory to support a fraud claim against Jensen, even if it is based on his conduct on behalf of Braverman. There is also the tort of knowing participation in a breach of fiduciary – under which an individual may, under certain circumstances, be personally liable for his conduct in connection with another party’s breach of fiduciary duty; however, the viability of such a claim is beyond the scope of this order, “which addresses only whether the alleged fiduciary duties are recognized under Texas law.”