Texas Business Court Decision – May 16, 2026

No. 25-BC11A-0024  Plains Pipelines, L.P., et al. v. Arrowhead Gulf Coast Holdings, LLC, et al. (Eleventh Division, Judge Adrogue)    25-bc11a-0024-plains-pipeline-v-arrowhead-gulf-coast-holdings-2026-tex-bus-29.pdf

Contracts.

This a dispute over interpretation of an asset-purchase agreement and whether defendants, as sellers, are obligated to reimburse plaintiffs, the purchasers, for costs incurred defending and resolving certain erosion damage and failure to maintain infrastructure claims against current and former owners of the subject pipeline assets. After examining the relevant purchase agreement and related documents, the court concludes the purchase agreement unambiguously limits plaintiffs’ remedies to the indemnification provisions of the agreement and that those indemnification obligations expired before plaintiffs asserted the claims at issue.

Plaintiffs’ interpretation of the provisions would essentially entitled them to reimbursement in perpetuity, and such an interpretation would render the exclusive remedy and survival aspects of the indemnification superfluous; nor is the construction a reasonable alternative interpretation sufficient to support a finding of ambiguity which would preclude a grant of defendants’ motion for summary judgment. In sum, under the unambiguous terms of the purchase agreement, the negotiated indemnity and exclusive remedy provisions, coupled with the mandatory claim notice deadline tied to the requisite survival period, plaintiffs’ claims are barred. Defendants’ motion for summary judgment is granted.