Texas Business Court Decision – September 24, 2026

No. 26-BC11A-0053   Russell Hinds v. Sandman Offshore, LLC, et al. (Eleventh Division, Judge Sharp) 2026 Tex. Bus. 66    26-bc11a-0053-hinds-v-sandman-offshore-2026-tex-bus-66.pdf

Rule 91a/Fraud/Tortious Interference/Aiding-and-abetting.

Background.  The court partially granted defendants’ motions to dismiss in a September 15, 2026 decision, 2026 Tex. Bus. 63. Here, the court deals with plaintiff’s motion to dismiss Sandman’s constructive-trust, fraud-by-nondisclosure, and conspiracy counterclaims. EnviroCore moves to dismiss all claims Sandman asserted it against it.

The court briefly summarizes the facts: Sandman is an oil and gas company with five members each holding a 20% interest, including Hinds and Wegner, who were co-managers. In his petition, plaintiff Hinds alleged he was the day-to-day manager and that he was removed as co-manager and then expelled as a member without notice or an opportunity to be heard. Sandman claimed plaintiff was removed and  expelled for self-dealing and conflicting business activities, including having having an assignee of a Sandman lease (Wyotex)  hire plaintiff’s own drilling company, EnviroCore, without disclosing his interest; Sandman also alleged plaintiff acted to prioritize Wyotex’s payments to EnviroCore over the $1 million lease payment it owed Sandman.

Issues presented:

1. Whether Sandman adequately pleaded reliance and causation to support its fraud-by-nondisclosure counterclaim against Hinds. Held: Yes
2. Whether Sandman adequately pleaded knowing inducement, causation, and actual loss to support its tortious-interference counterclaim against EnviroCore. Held: Yes
3. Whether Sandman’s civil-conspiracy claim is barred by the intracorporate-conspiracy doctrine. Held: No
4. Whether Sandman adequately pleaded EnviroCore’s knowledge and awareness to support a knowing-participation claim. Held: Yes
5. Whether Texas recognizes an independent cause of action for aiding and abetting. Held: this is an open question, but such an claim is not barred by an established legal rule.

Discussion.

1. Fraud by Nondisclosure. Inaction can constitute reliance – see White v. Zhou Pei, 452 S.W.3d 527 (Tex. App. – Houston [14th Dist.], no pet.) Sandman plausibly alleged that Wegner would have intervened to enforce the Wyotex Contract’s payment deadline had plaintiff disclosed his EnviroCore ownership and the deferral discussions. On causation, the court rejected plaintiff’s “temporal impossibility” argument, noting causation is usually a fact question, and that Sandman’s “deferred-payment damages” theory need not be pleaded with the specificity plaintiff sought – see Tipton v. State ex rel. Lottery Comm’n, 2022 WL 3722389 (Tex. App. – Austin, Aug. 30, 2022, no pet.).
2. Tortious Interference.  Applying Inwood National Bank v. Fagin, 706 S.W.3d 342, 347 (Tex. 2025), and distinguishing Browning-Ferris, Inc. v. Reyna, 864 S.W.2d 925, 927 (Tex. 1993), the court found Sandman adequately pleaded that EnviroCore, acting through plaintiff Hinds, knowingly induced Wyotex’s underpayment through specific pre-breach communications, satisfying the knowing-inducement element at this pleading stage.
3. Civil Conspiracy. The court rejected the intracorporate-conspiracy defense, applying the exception recognized in Bayou Terrace Investment Corp. v. Lyles, 881 S.W.2d 810, 815 (Tex. App. – Houston [1st Dist.] 1994, no pet.), because Sandman pleaded that plaintiff Hinds acted in a dual capacity – as Sandman’s manager and as EnviroCore’s independent principal.
4. Knowing Participation. Citing Strachia v. AL Global Services, LLC, 619 S.W.3d 795 (Tex. App. – San Antonio 2020, pet. denied) and the imputed-knowledge principle from Grant v. Thornton, LLP v. Prospect High Income Fund, 314 S.W.3d 913, 924 (Tex. 2010), the court held Sandman’s allegations of Hinds’s fiduciary duty (as narrowed by the company agreement’s exculpatory clause) and EnviroCore’s imputed knowledge were sufficient to survive dismissal.
5. Aiding and Abetting. Because the Texas Supreme Court has expressly left open whether Texas recognizes this cause of action, see First United Pentecostal Church of Beaumont v. Parker, 514 S.W.3d 214 (Tex. 2017), the court declined to treat is as barred by an ‘established legal rule” under In re First Reserve Management, L.P., 671 S.W.3d, 653 (Tex. 2023). Thus, the motion to dismiss is denied.

The court also overrules Hinds’s and EnviroCore’s special exceptions filed in the alternative.

As it did in the September 15 order, the court declines to award attorneys’ fees or costs related to the filing of these motions to dismiss.