Texas Business Court Opinion – November 5, 2025

No. 25-BC08B-0013  Lensable, Inc. v. RBH SPE One, LLC, et al. (Eighth Div., Judge Stagner)

Contracts and Fraud. Defendant Robert Byrnes (Byrnes) sought to purchase Lensable, an internet eyewear company, using defendant Coscolleula to conduct the negotiations on behalf of Byrnes’s  companies, defendants RBH Spe One (RBH SPE) and Robert Byrnes Holdings, LLC (RBH); an agreement was reached that in exchange for $28.9 million, the companies would acquire a 49%  interest in Lensable, with an option to purchase a majority stake; RBH SPE signed as purchaser, with RBH as guarantor. When the deal was to close, RBH SPE failed to pay, and the parties agreed to extend the time for closing; that date came and went without payment, and Lensable terminated the agreement and sold its assets to another buyer. It sued defendants, alleging breach of contract against RBHSPE, RBH and Byrnes; veil piercing against the RBH SPE and RBH; negligent misrepresentation against Coscolluela; principal/agent liability against Byrnes and RBH; and fraud against all defendants, including defendant Savoy, the CFO of RBH. The Byrnes defendants move to dismiss under Rule 91a, seeking dismissal of the veil-piercing theory against RBH SPE and RBH and the breach of contract and fraud claims against Byrnes.

Held: (1) A cause of action has no basis in law for Rule 91a purposes if it is barred by an established legal rule and plaintiff has failed to plead facts demonstrating that the rule does not apply; likewise, a petition that has too few facts to state a viable claim or merely recites legal elements without factual support also fails to have a basis in law;

(2) Texas law applies to the claims, even though the Transaction Agreement contains a Delaware choice-of-law clause, because Texas has the most significant relationship to the dispute; Lensable conceded at argument Texas law governs its breach-of-contract claim and its veil-piercing claim (Section 1.104 of the Texas Business Organizations Code) and the court holds that fraud claim is also governed by Texas law based on the “most significant relationship” test;

(3) Lensable’s veil-piercing claim fails under Texas law, as its pleadings fail to state a viable claim because its allegations that the companies were not adequately capitalized and failed to observe corporate formalities are legally insufficient to warrant veil piercing under Section 21.223 of the Texas Business Organizations Code;

(4) the breach of contract claim against Byrnes in his individual capacity fails as a matter of law because the allegations do not establish the existence of a contract between Lensable and Byrnes personally, and this omission if fatal to the claim; to the extent the claim relies on some other unidentified agreement, it is not described in sufficient detail to identify its terms, parties, how or when it was formed, or what consideration supported it;

(5) however, the common-law fraud claim against Byrnes in his individual capacity is adequately pleaded as Lensable pleaded a specific material misrepresentation (that the Byrnes companies were adequately capitalized), that he knew the representation was false, and that Lensable relied on it and suffered injury because it was prevented from pursuing other leads.

In sum, the veil-piercing theory against all Byrnes defendants is dismissed; the breach of contract claim against Byrnes is dismissed; the common-law fraud claim against Byrnes remains pending.