Primexx Energy Opportunity Fund v. Primexx Energy Corporation, 2025 Tex. Bus. 21 (1st Div.) (mem. op.)

2025 Tex. Bus. 21
The Business Court of Texas,
1st Division
PRIMEXX ENERGY
OPPORTUNITY FUND, LP et al.,
Plaintiffs,
v.
PRIMEXX ENERGY
CORPORATION, et al., Defendants
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Cause No. 24-BC01B-0010
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MEMORANDUM O PINION AND O RDER
N UNC PRO TUNC
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I.
[¶ 1] Before the court is the parties’ request for the court to rule on Third
Amended Partnership Agreement (TAPA) § 13.9’s potential effect on Primexx
Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP’s
(PEOFs) claims against Christopher Doyle and all remaining Blackstone
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
5/22/2025

MEMORANDUM O PINION AND O RDER , Page 2
entity defendants (Blackstone Defendants)0F
1 besides BPP HoldCo LLC.1F
2
[¶ 2] This order relates to the court’s summary judgment rulings
discussed in (i) 2025 Tex. Bus. 9 and 2025 Tex. Bus. 13 and (ii) the court’s
May 9, 2025, order dismissing PEOFs’ fiduciary breach and contract breach
causes of action against the Blackstone Defendants.
[¶ 3] The 	issue 	is 	whether 	TAPA 	§ 13.9 	exempts 	Doyle 	and 	the
remaining Blackstone Defendants from potential conspiracy, aiding and
abetting, and knowing participation liability for any claims PEOFs may have
against HoldCo or PEC regarding the Callon sale.2F
3 The court concludes that
§ 13.9 does so because (i) Doyle and the Blackstone Defendants are within the
class of persons § 13.9 exempts from potential liability regarding that sale and
(ii) § 13.9 applies notwithstanding any other TAPA terms, including TAPA
§ 13.2’s terms disclaiming third-party beneficiaries.
II.
[¶ 4] Because the parties know the facts and procedural background,
the court does not address those items except as needed for this decision. For
1 The court dismissed Blackstone Inc. and Angelo Acconcia for lack of personal jurisdiction.
2 See Defendants Christopher Doyle and Primexx Energy Corporation’s (PEC) Supplemental Briefing on
TAPA § 13.9 (Doyle Br.) and Plaintiffs’ Supplemental Briefing Regarding Section 13.9 (PEOFs Br.). On May
21, 2025, the parties asked the court to include the Blackstone Defendants in this analysis and ruling.
3 Section 13.9 does not cover PEC because it is a Primexx partner.

MEMORANDUM O PINION AND O RDER , Page 3
convenience, references to Doyle’s and PEOFs’ arguments also apply to the
Blackstone Defendants.
[¶ 5] Doyle was a PEC director and its CEO while the Callon sale was
negotiated and approved pursuant to HoldCo’s drag-along sale rights, but he
was not a Primexx partner.3F
4 Citing § 13.9 and Pratt-Shaw v. Pilgrim’s Pride
Corp., 122 S.W.3d 825, 830 (Tex. App.—Dallas 2003, no pet), he posits that
§ 13.9 waives potential claims against him as a “Partner Affiliate,” which is
defined in § 13.9.4F
5
[¶ 6] PEOFs argue two counterpoints: One, TAPA § 13.2’s “Entire
Agreement” clause providing that the TAPA “shall not be deemed for the
benefit of creditors or any other Persons” means Doyle cannot be a third-party
beneficiary of § 13.9’s provisions; and two, applying § 13.9 to Doyle would
violate 	Business 	Organizations 	Code 	§§ 152.002(b)(2)–(4)’s 	provisions
precluding the elimination of certain partner responsibilities. TEX. BUS. O RG .
CODE §§152.002(b)(2)–(4).
4 Counts Six, Seven, and Eight of PEOFs’ First Amended Petition (FAP) and Eight, Nine, and Ten of their
Second Amended Petition (SAP). The court permitted the SAP for purposes of assessing whether pleading
amendments would cure factual deficits in PEOFs’ claims against Angelo Acconcia and the Blackstone
Defendants (excluding HoldCo).
5 Doyle Br. at 2–3.

MEMORANDUM O PINION AND O RDER , Page 4
III.
[¶ 7] As discussed in the court’s May 9th order, TAPA § 13.9 waives
potential liability claims against various TAPA nonparties. 	Conceding that
§ 13.9 “may appear to provide a benefit to Mr. Doyle,” PEOFs rely on § 13.2
and MCI Telecomm. Corp. v. Tex. Util. Elec. Co. 995 S.W.2d 647, 651 (Tex.
1999) to argue otherwise. In that case, the supreme court held that a nonparty
to that contract could not obtain relief as a third-party beneficiary in “light of
the clear language in the contract that the agreement not be construed as being
for the benefit of any nonsignatory.” Id. Likewise, PEOFs argue § 13.9 does
not apply to Doyle because he is not personally a party to the TAPA and § 13.2
disclaims third-party beneficiaries.5F
6 However, PEOFs misread §§ 13.2 and
13.9.
[¶ 8] To begin, § 13.2 provides that the TAPA “contains the entire
agreement [between] the parties” and “shall not be deemed for the benefit of
creditors or any other Persons.” However, § 13.9 begins by excepting its terms
from 	§ 13.2’s 	broader 	scope: 	“Notwithstanding 	anything 	that 	may 	be
expressed or implied in this Agreement . . . .” That is, § 13.9’s protection for
6 PEOFs’ Br. at 2–3.

MEMORANDUM O PINION AND O RDER , Page 5
non-partners is a narrow exception that applies notwithstanding § 13.2. 	E.g.,
Forbau v. Aetna Life Ins. Co., 876 S.W.2d 132, 133–34 (Tex. 1994) (specific
contract provisions control over broader terms). Thus, § 13.9 applies to Doyle.
[¶ 9] Next, PEOFs’ reliance on MCI for a contrary premise is misplaced
because the contract clauses there are the inverse of the clauses here.
Specifically, that case involves a right of use agreement that required MCI to
broadly exercise its granted rights to lay fiber optic cable in MoPac’s right of
way “in such a manner as to not interfere in any way with any existing prior
rights.” The prior rights at issue were Texas Utilities’ prior rights to use that
right of way for electricity transmission towers and lines.
[¶ 10] TU argued that MCI’s cable trenches caused four TU towers to
tilt, which needed to be fixed,and that it was entitled to recover attorneys’ fees
based on a claim that TU was a third-party beneficiary of MCI’s contract
obligation with MoPac to not interfere with TU’s prior rights. 	The supreme
court reversed TU’s attorneys’ fees award based on a contract breach cause of
action because a 	different 	MCI-MoPac contract clause expressly limited
contract beneficiary status to only the parties to that contract. 995 S.W.2d at
649–50. So, TU could not recover contract relief as a third-party beneficiary
of the MCI-MoPac contract. Id.

MEMORANDUM O PINION AND O RDER , Page 6
IV.
[¶ 11] PEOFs next argue that § 13.9 is voided by Business Organization
Code §§ 152.002(b)(2)–(4)’s provisions that prohibit parties from eliminating
certain unwaivable partner responsibilities.6F
7 The court rejects that argument
for two reasons.
[¶ 12] First, those provisions apply to partners and Doyle was not a
Primexx partner and did not owe any such duties to PEOFs. 	Second, TAPA
§ 13.9 is a liability waiver and does not waive any partner’s duties toward
other partners. 	See Elizabeth S. Miller, Fiduciary Duties, Exculpation, and
Indemnification in Texas Business Organizations, State Bar of Texas Advanced
Business Law Course (2023) at 39. Thus, those TBOC provisions do not apply
to PEOFs’ § 13.9 agreement to waive any liability claims they might have
otherwise had against Doyle regarding the Callon sale.
V.
[¶ 13] The 	same 	conclusions 	apply 	to 	the 	Blackstone 	Defendants
because § 13.9’s “Partner Affiliate” definition includes an “Affiliate … of any
Partner.” 	Further 	“Affiliate” means “any Person directly or indirectly
controlling, controlled by, or under common control with, such specified
7 PEOFs’ Br. at 3.

MEMORANDUM O PINION AND O RDER , Page 7
Person.”7F
8 HoldCo is a Partner. 	HoldCo and the Blackstone Defendants are
under Blackstone Inc.’s control.8F
9 So, § 13.9 applies to the Blackstone
Defendants too.9F
10
VI.
[¶ 14] Accordingly, the court dismisses with prejudice PEOFs’ causes
of action against Doyle and the Blackstone Defendants.
So ORDERED.
BILL WHITEHILL
Judge of the Texas Business Court,
First Division
SIGNED: May 22, 2025
8 TAPA, Ex. B (Definitions) at 1.
9 See SAP ¶ 23.
10 Counts Four, Five, and Six of PEOFs’ FAP and Counts Five, Six, and Eight under PEOFs’ SAP.

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