Texas Business Court Decision – May 29, 2026

No. 26-BC11A-0004 Energy Founders Fund, LP v. Phillip Daskevich, et al. (Eleventh Division, Judge Stagner) 2026 Tex. Bus. 34

Corporate Governance/Contracts.

Background. Gage Western LLC was governed by a Company Agreement establishing a multi-class membership structure. Energy Founders Fund (Energy) held majority Class A interests, while Phillip and Cris Daskevich held minority Class B interests. The Company Agreement’s drag-along provision permitted a majority member to compel minority participation in a “Controlling Sale,” defined as a bona fide sale to persons who are not affiliates of the dragging members.

In mid-2024, Energy negotiated to sell its interests to PJC Investments, LLC. PJC formed GW Allen, LLC as a wholly-owned special-purpose acquisition vehicle, with PJC’s Chief Operating Officers serving as GW Allen’s sole manager. As part of the broader deal, Energy and PJC negotiated a post-closing governance framework – the A&R Agreement – that would grant Energy board seats, quorum protections, and veto rights in GW Allen effective after closing. Energy issued its Drag-Along Notice on November 18, 2024, the same day the transaction closed with PJC. The Daskeviches refused to execute closing documents, contesting whether GW Allen qualified as a non-affiliate purchaser. The matter comes before the court on cross-motions for partial summary judgment. Energy’s motion is granted, and Phillip Daskevich’s motion is denied.

Held: The Issue is whether GW Allen was an “affiliate” of Energy under the Company Agreement at the time of the transaction, which would have invalidated the drag-along.

1. The “Affiliate” designation in the Company Agreement required present, existing control – the Agreement is framed in the present tense and is grounded in actual “possession” of governance power. Before closing, PJC owned GW Allen entirely, and its Chief Operating Officer managed it exclusively; Energy held no equity, voting rights, managerial authority, or contractual right to direct GW Allen’s affairs. While Energy negotiated for substantial post-closing rights, it did not possess those rights until the transaction closed.
2. The court rejects Daskevich’s retroactivity theory – that post-closing rights under the A&R Agreement tainted GW’s pre-closing status – as both textually unsupported and commercially unworkable. The  court also noted that the active pre-closing negotiations confirmed Energy was bargaining for rights it did not yet possess; Daskevich’s reading would cast doubt on virtually any drag-along involving a newly-formed acquisition vehicle; a disruptive result the parties plainly did not intend and the Company Agreement’s text does not support.