Texas Business Court Decision – May 23, 2025

No. 24-BC01B-0010  Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al. (First Division, Judge Whitehill)

Civil case – Contracts. A provision of the partnership agreement between Primexx Energy Opportunity (PEOF) and Primexx Energy Corporation (PEC) waived potential liability claims against various nonparties; defendant Doyle was a PEC director and its CEO while the disputed sale was negotiated and approved, but he was not a partner; he claims the provision in question waives potential claims (here conspiracy, aiding and abetting and knowing participation liability) against persons such as himself, who were partner affiliates. Held: (1) while a section of the agreement provides that it shall not be for the benefit of creditors or other persons,  the waiver provision provides that it applies “Notwithstanding anything that may be expressed or implied in this Agreement,” which means that the protection for non-partners in the waiver provision is a narrow exception that applies notwithstanding the general language of the other provision; and (2) the waiver provision is not voided by Business Code Secs. 152.002(b)(2)-(4)’s provisions that prohibit parties from eliminating certain unwaivable partner responsibilities because: (a) those provisions apply to  partners and Doyle was not a Primexx partner and did not owe any such duties to PEOF and (b) the provision in the agreement is a liability waiver and does not waive any partner’s duties to other partners; (3) the waiver provision also applies to the Blackstone defendants in the case because they were affiliates of a partner defendant.