Texas Business Court Decision – July 29, 2026

No. 26-BC08B-0009  Gail Fischer, etc. v. Clifford Fischer, et al. (Eighth Division – Judge Stagner) 2026 Tex. Bus. 54

Breach of Fiduciary Duty/Derived Judicial Immunity.

Background.

This case arises from a post-divorce enforcement dispute in Dallas County. Gail and Clifford Fischer divorced in October 2019, with the divorce decree dividing their interest in Clifford R. Fischer & Company and related entities equally. In April 2024, the district court appointed Michael Newman as receiver to facilitate the sale of the companies. Gail appealed the appointment and sought a stay, which the district court denied. With no stay in place, Newman proceeded with the sale, ultimately executing an Equity Purchase Agreement in October 2025 with Fischer Seller, LP; Fischer Purchase Holdings, LP; and other buyers. Gail Fischer (plaintiff) alleged the transaction undervalued the company, paid improper insider bonuses, misallocated revenue, used rollover equity instead of cash, and disclosed trade secrets. The sale closed while her appeal to the Dallas Court of Appeals was pending; the court of appeals subsequently reversed and vacated the receivership order, holding it exceeded the district court’s authority under Section 9.007 of the Family Code. Plaintiff then sued Newman, Fischer Seller, and Fischer Purchaser (together, the Receiver Parties), along with numerous other defendants, asserting claims including breach of fiduciary duty, fraud, unjust enrichment, civil conspiracy, and misappropriation of trade secrets. The Receiver Parties have moved to dismiss under Rule 91a, asserting derived judicial immunity.

Issues:

1. Whether plaintiff’s own pleadings conclusively establish that Receiver Newman is entitled to judicial immunity. Held – yes;
2. Whether the Dallas Court of Appeals’ subsequent vacatur of the receivership order retroactively defeats that immunity. Held – no; and
3. Whether plaintiff’s pleadings likewise conclusively establish immunity for Fischer Seller and Fischer Purchaser (the entity defendants), which Newman used to structure the sale. Held – No.

Discussion:

The court grants the Rule 91a dismissal motion as to Newman, but denies it as to the entity defendants.

1. Applying the functional approach to derived judicial immunity, the court holds that plaintiff’s petition tied every challenged act by Newman to his court-appointed receivership role, and immunity covers even bad-faith or fraudulent conduct so long as it falls within the protected function.
2.  The subsequent appellate vacatur of the receivership order did not change the result. Citing the recent case of Raggio-2204 Jesse Owens, LLC v. Morgan, 2026 WL 784515, at 35 (Tex. App. – Austin, Mar. 20, 2026) (mem. op.), the court explains that immunity turns on whether the appointing court generally had subject-matter jurisdiction to appoint a receiver of that kind – not whether the specific order was later deemed legally erroneous. Because the district court unquestionably had jurisdiction over receivership matters in post-divorce enforcement proceedings, Newman’s immunity holds despite the Dallas Court of Appeals’ later vacatur of the order, and all claims against him are dismissed with prejudice, with attorney’s fees under Rule 91a.7.
3. As to the Fischer entity defendants, Rule 91a’s strict limitation to the pleadings barred dismissal because plaintiff’s petition did not allege that either entity was itself appointed receiver or served as an extension of Newman’s court role, and their factual assertions about their formation and purpose – offered only in the motion to dismiss – could not be considered. The court also denies an alternative argument that the petition lacks allegations of specific, independent acts by the entities, as it is not fully developed, and it would be premature to try and resolve the issue at this point in the proceedings. The court denies dismissal without prejudice to reasserting immunity on an evidentiary record.