Texas Business Court Decision – May 4, 2026
No. 25-BC01B-038 Jean Christine Thompson and Thompson Petroleum v. Anchor Capital and Michael Mann, 2026 Tex. Bus. 21 (1st Div., Judge Whitehill)
Contracts. Jean Thompson (“Thompson”), President of Thompson Petroleum Corporation (“TPC”) met defendant Michael Mann in 2022 and began investing millions through her holding company, Christy 2017LP, into funds managed by Mann’s firm, Anchor Capital (“Anchor”). In September 2024, Thompson loaned Anchor money to buy out an internal partner, memorialized through a Secured Promissory Note, Security Agreement, and Personal Guaranty signed by Mann. A few months later Thompson hired Mann as Co-President and Chief Investment of the Thompson Family Office (“Family Office”). His employment agreement required Mann to obtain Thompson’s written pre-approval before committing any Thompson entity to new investments.
Within weeks of starting, Mann committed Christy 2017to five new investments without first obtaining Thompson’s written approval. When Thompson learned of this she imposed a weekly meeting requirement; allegedly, Mann was frustrated by this additional control and offered to resign; Family Office accepted his resignation, but he denied resigning, and Family Office terminated him for cause. A dispute over Thompson’s inspection rights under the loan documents followed, and Thompson eventually declared Mann and Anchor in default and accelerated the loan. Plaintiffs sued for breach of contract, and the matter comes before the court on plaintiffs’ motion for partial summary judgment. The motion is denied in part and granted in part.
Held: (1) Did Anchor breach the Note and Security Agreement (“NSA”) for the loan by failing to produce “books and records” as required by the NSA? Plaintiffs are not entitled to summary judgment on this issue. While the NSA gave Thompson the right to inspect Anchor’s “books and records,” the phrase was not defined. The court interprets it to mean documents which would allow a reasonable person to assess the Collateral’s current value – which, given that the Collateral’s value depends on carried interests, includes records necessary to determine those carried interest. However, Anchor produced over 2,300 pages of documents and repeatedly sought clarification of outstanding requests, raising “at least a scintilla of evidence that it met its contract duties.” Thus there was a genuine issue of material fact whether Anchor met its duty, making summary judgment inappropriate.
(2) Did Mann breach his Guaranty by failing to ensure Anchor complied with the books and records disclosure obligations, ensure Anchor paid the accelerated balance and provide an audited personal financial statement? The first two elements of this argument are addressed by Point 1 above, leaving the audited financial statement issue. The Guaranty required a statement in a form “reasonably satisfactory to the lender, ” but did not require an audited statement. Whether Mann’s unaudited statement was sufficient to meet his obligation is a fact question which has not been conclusively resolved, and summary judgment on the issue is not appropriate.
(3) Did Mann breach his employment agreement by committing Christy 2017 to unapproved investments? Although the investments were made without the required pre-approval, TPC has not established a remediable injury. The only harm/damages TPC has identified is the lost opportunity to decide whether to fund the investments. It offered no evidence it would have declined them, making any alleged damages speculative. Following Horizon Health Corp. v. Acadia Healthcare Co. 530 S.W.3d 848 (Tex. 2017), the court finds speculative damages cannot support summary judgment as to liability.
(4) As to TPC’s request for a declaration that Mann is not entitled to any further incentive compensation due to either resigning or being fired for cause, the court concludes that there is a genuine dispute as to whether Mann resigned, but TPC has conclusively proved it had a basis to fire Mann for cause – namely that he made the investments without the required written pre-approval. Failure to provide Mann with a written notice of his termination for cause does not create a fact issue precluding summary judgment on this issue. Mann’s argument that the requirement had been waived fails because even if Thompson’s alleged oral pre-approvals were inconsistent with the written pre-approval requirement, he produced no evidence that Thompson also waived the nonwaiver clause’s separate requirement that any waiver be made in writing and signed. Under Shields Ltd. Partnership v. Bradberry, 526 S.W.3d 471 (Tex. 2017), Thompson’s conduct was insufficient to waive the nonwaiver provision itself, and plaintiffs are entitled to a declaratory judgment on the incentive compensation issue.