Primexx Energy Opportunity Fund v. Primexx Energy Corporation, 2025 Tex. Bus. 5 (1st Div.) (mem. op.)

2025 Tex. Bus. 5
The Business Court of Texas,
1st Division
PRIMEXX ENERGY
OPPORTUNITY FUND, LP and
PRIMEXX ENERGY
OPPORTUNITY FUND II, LP,
Plaintiffs,
v.
PRIMEXX ENERGY
CORPORATION, M.
CHRISTOPHER DOYLE,
ANGELO ACCONCIA,
BLACKSTONE HOLDINGS III
LP, BLACKSTONE EMA II LLC,
BMA VII LLC, BLACKSTONE
ENERGY MANAGEMENT
ASSOCIATES II LLC,
BLACKSTONE ENERGY
PARTNERS II LP, BLACKSTONE
MANAGEMENT ASSOCIATES
VII LLC, BLACKSTONE
CAPITAL PARTNERS VII LP,
BCP VII/BEP II HOLDINGS
MANAGER LLS, BX PRIMEXX
TOPCO LLC, and BPP HOLDCO
LLC, Defendants
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Cause No. 24-BC01B-0010
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
2/10/2025

MEMORANDUM O PINION AND O RDER , Page 2
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MEMORANDUM O PINION AND O RDER
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[¶ 1] Before the court are special appearances by Blackstone Holdings
III 	LP, 	Blackstone 	EMA 	II 	LLC, 	BMA 	VII 	LLC, 	Blackstone 	Energy
Management Associates II LLC, Blackstone Energy Partners II LP, Blackstone
Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP
VII/BEP II Holdings Manager LLC, and BX Primexx Topco LLC (Blackstone
Defendants).1 Having considered the parties’ arguments, pleadings, special
appearances, submissions, and relevant law, the court signed an Order on
January 17, 2025, denying the Blackstone Defendants’ special appearances.
This opinion follows.2
[¶ 2] The dispositive issue is whether filing an answer in an earlier
iteration of the dispute in one court consents to personal jurisdiction to litigate
1 Each Blackstone Defendant is alleged to be a “direct subsidiary” of Blackstone, Inc.
10/25/24 Plaintiffs’ Original Petition (Pet.) ¶ 17. Defendant BPP HoldCo LLC did not join
its fellow affiliates in filing a special appearance and is excluded from the definition of
“Blackstone Defendants.”
2 The court entered its Order denying Blackstone Defendants’ special appearances on
January 17, 2025. On January 24, 2025, Plaintiffs filed a First Amended Petition. The
thrust of Plaintiffs’ amendment to its pleading was to add Blackstone, Inc. as a defendant.
Because the court’s Order was based on the Original Petition, this Memorandum Opinion
and Order addresses Plaintiffs’ Original Petition.

MEMORANDUM O PINION AND O RDER , Page 3
the same dispute in a later-filed suit in a different court in the same state. The
court concludes that it does because the focus is on the defendants’ consent to
litigate the dispute in the state—not a particular court within the state.
I. 	Background
[¶ 3] This case arises from a private equity investment in a limited
partnership. 	Plaintiffs assert direct and indirect liability claims against
Defendants for breaching statutory and contract duties in forcing a sale of the
partnership’s business to a third party. The court discusses only those facts
relevant to the Blackstone Defendants’ special appearances.
A. Plaintiffs’ Original Petition
[¶ 4] Primexx 	Resource 	Development, 	LLC 	(PRD) 	was 	an 	energy
company operating in the Delaware Basin.3 “Blackstone”4 is alleged to have
acquired a majority interest in PRD through Defendant BPP HoldCo LLC by
investing in a partnership called Primexx Energy Partners, Ltd. (PEP).5 A
3 Pet. ¶ 1.
4 Plaintiffs’ Original Petition inconsistently refers to “Blackstone” to mean either (i) every
defendant that is alleged to be a subsidiary of Blackstone (see Pet. ¶s 1 fn.1, 37) or (ii) just
Defendant BPP HoldCo LLC (Pet. ¶ 27). In most instances, it appears that Plaintiffs intend
“Blackstone” to refer to every Blackstone, Inc.-affiliated defendant.
5 Pet. ¶s 1, 38.

MEMORANDUM O PINION AND O RDER , Page 4
Third Amended and Restated Limited Partnership Agreement (TAPA) governs
investments in PEP.6
[¶ 5] Plaintiffs are Primexx Energy Opportunity Fund LP (PEOF I) and
Primexx Energy Opportunity Fund II (PEOF II). 	PEOFs were PEP limited
partners.7
[¶ 6] Beginning in June 2021, Callon Petroleum Company made “a
series of lowball offers to purchase Primexx.”8 PEOFs claim that the Callon
offer “almost exclusively benefitted [Blackstone] while destroying the value
for all other investors (including [PEOF]s).”9
[¶ 7] Despite the above, Blackstone announced the sale Friday, July 30,
2021.10 Blackstone demanded that the board approve the sale by Monday,
August 2, 2021.11 The sale closed on October 1, 2021.12 PEOFs thereafter
6 Pet. ¶s 1, 38.
7 Pet. ¶s 38, 51.
8 Pet. ¶ 2.
9 Pet. ¶ 3.
10 Pet. ¶ 3.
11 Pet. ¶ 3.
12 Pet. ¶ 80.

MEMORANDUM O PINION AND O RDER , Page 5
sued Defendants, claiming they breached their contract and statutory duties
to act in good faith and with loyalty and due care.13
B. Procedural History
1. 	First Action
[¶ 8] PEOFs 	originally 	sued 	in 	Dallas 	County 	District 	Court 	on
December 12, 2022 (First Action).14 As discussed in part below, PEOFs argue
that the instant case is effectively the same dispute as the First Action. The
First Action included every Blackstone Defendant.
[¶ 9] Blackstone Defendants filed answers in the First Action without
filing special appearances.15 They also moved to dismiss the First Action
based on a TAPA forum-selection clause.16 The court granted that motion and
dismissed the First Action on March 29, 2023.17
13 Pet. ¶ 4.
14 Pet. ¶ 5 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., No.
DC-22-17122 (District Court of Dallas County, Texas, 298th Judicial District)).
15 	Plaintiffs’ 	Opposition 	to 	Blackstone 	Defendants’ 	Special 	Appearances 	(Opp. 	to
Blackstone SA) Exhibit 2.
16 Pet. ¶ 5; Pet. Exhibit 2.
17 Pet. ¶ 6; Pet. Exhibit 3.

MEMORANDUM O PINION AND O RDER , Page 6
2. 	Second Action
[¶ 10] PEOFs 	re-filed 	in 	the 	United 	States 	District 	Court 	for 	the
Northern District of Texas on May 4, 2023 (Second Action).18 PEOFs added
Blackstone Inc. executive Angelo Acconcia as a defendant, but otherwise the
parties remained the same.19 That court later dismissed the case sua sponte for
lack of subject matter jurisdiction.20
3. 	Third Action
[¶ 11] PEOFs again sued in Dallas County on July 31, 2023 (Third
Action).21,22 Angelo Acconcia and the Blackstone Defendants filed special
appearances.23
[¶ 12] Nonspecially appearing defendants filed an unopposed motion to
transfer from the 68th Judicial District to the 298th Judicial District.24 They
18 Pet. ¶ 7 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., No.
3:23-cv-00985-K (N.D. Tex. 2023)).
19 Pet. ¶ 7.
20 Pet. ¶s 8–9; Pet. Exhibits 4, 5.
21 Pet. ¶ 10 (citing Primexx Energy Opp. Fund, LP et al. v. Primexx Energy Corp. et al., DC-
23-10916 (District Court of Dallas County, Texas, 68th Judicial District)).
22 PEOFs’ petition states that it filed again in the 298th Judicial District, but this is
contradicted by Opp. to Blackstone SA Exhibit 3 (Motion to Transfer from the 68th to
298th Judicial District Court of Dallas County).
23 Pet. ¶ 10.
24 Opp. to Blackstone SA Exhibit 3.

MEMORANDUM O PINION AND O RDER , Page 7
stated that “[PEOF]s filed the instant action, alleging the same claims against
the same parties arising out of the same transaction as the First Action that
the 298th District Court previously dismissed … (while also adding one
additional defendant, Angelo Acconcia).”25 “Indeed, many of the allegations
in the instant action are word-for-word verbatim [] in the First Action.”26
[¶ 13] The case apparently was later transferred to the 298th District
Court.27
[¶ 14] PEOFs filed a Notice of Removal to the First Business Court
Division.28 All defendants consented to the removal.29 This court ordered the
parties to submit briefing regarding what effect, if any, Section 8 of Acts 2023,
88th Leg., ch. 380 (H.B. 19) had on the removal of the Third Action.30 The
parties agreed to dismiss the removed action without prejudice and the case
was dismissed on October 18, 2024.31
25 Opp. to Blackstone SA Exhibit 3 at 2.
26 Opp. to Blackstone SA Exhibit 3 at 2.
27 See Pet. Exhibit 6 at 5 (Plaintiffs’ Notice of Removal to the Business Court).
28 Pet. ¶ 11 (citing Pet. Exhibit 6).
29 Pet. ¶ 11.
30 Pet. ¶ 11.
31 Pet. ¶ 11.

MEMORANDUM O PINION AND O RDER , Page 8
4. 	Instant Action
[¶ 15] PEOFs filed the instant suit on October 25, 2024. This Original
Petition is substantially identical to the petition in the Third Action that the
parties previously tried to remove here, which the nonspecially appearing
defendants had in turn stated “alleg[ed] the same claims against the same
parties arising out of the same transaction as the First Action.”32 Accordingly,
the active pleading here asserts the same causes of action arising out of the
same transaction as the First Action against the same Blackstone Defendants.
C. Jurisdictional Fact Allegations
[¶ 16] PEOFs’ petition alleges generally as to all “Defendants”:
This Court has personal jurisdiction over all Defendants because
they consented to personal jurisdiction in Dallas, Texas in the
Third Amended and Restated Limited Partnership Agreement,
which established Dallas as the principal place of business for the
partnership. All Defendants continuously and systematically did
business 	in 	the 	State 	of 	Texas, 	have 	purposefully 	availed
themselves of the privilege of conducting activities inside the
State of Texas, and invoked the benefits and protections of the
laws of the State of Texas.33
32 See 24-BC01B-0004, APPX_0001–0036 to 9/27/24 Notice of Removal to Business
Court; Opp. to Blackstone SA Exhibit 3 at 2.
33 Pet. ¶ 31.

MEMORANDUM O PINION AND O RDER , Page 9
[¶ 17] None of the Blackstone Defendants are alleged to be Texas
residents.34 Instead, PEOFs allege that “[a]ll of the Blackstone entities named
as Defendants are direct subsidiaries of Blackstone Inc., a corporation with
citizenship in New York … and Delaware.”35 Based on the corporate structure
shown below, PEOFs allege that “every Blackstone entity named here is, at a
minimum, a citizen of New York and Delaware”:
34 Pet. ¶s 17–26.
35 Pet. ¶ 17.

MEMORANDUM O PINION AND O RDER , Page 10
Blackstone Inc
Blackstone 	Holdings 	DT 	GP 	Manapement 	LLG
Blackstone 	Holdinps 	IT 	GP 	LP
gneral partner
Blackstone 	Holdings 	I 	LP
Blackstone 	EMA 	TI 	LLC 	BMA VIL LLC
sole member 	sale member
Blackstone 	Enerey
Management 	Associates II 	LLO
Blackstone 	Manapement
Associates 	VILLC
mana
genera) partner
mar 	her
BCP VIL/BEF 	I
Holdings 	Manager 	LLC
Blackstone 	Capital
Partners 	VI 	LP
Blackstone 	En
Partners 	I 	LF 	mig member
BX. 	Topco 	LC	Topco 	LLC
sale 	member
BPP 	LLC

MEMORANDUM O PINION AND O RDER , Page 11
[¶ 18] Based on the above diagram, PEOFs allege that “Blackstone used
a combination of subsidiaries to manage BPP HoldCo LLC,” which was a
limited partner in the same partnership as PEOFs.36
[¶ 19] In opposing the Blackstone Defendants’ special appearances,
PEOFs 	identify 	specific 	allegations 	against 	each 	specially 	appearing
Defendant.37 PEOFs’ allegations distill to two groups: (i) those against
Blackstone Energy Partners II LP and Blackstone Capital Partners VII LP as
“Blackstone 	Investors,” 	and 	(ii) 	those 	against 	all 	other 	Blackstone
Defendants.
[¶ 20] PEOFs allege that (i) the TAPA referenced Blackstone Investors
by name and stated that capital for the agreement would come from them and
(ii) 	a 	noncompetition 	provision 	in 	the 	TAPA 	specifically 	refers 	to 	the
Blackstone Investors.38 However, neither one is alleged to be a party to the
TAPA.
[¶ 21] PEOFs allege the remaining Blackstone Defendants each (i)
received millions of Callon shares in consideration for the Callon sale; (ii) is in
36 Pet. ¶s 40–41.
37 Opp. to Blackstone SA at 6–10.
38 Opp. to Blackstone SA at 7–8.

MEMORANDUM O PINION AND O RDER , Page 12
the corporate chain above BPP HoldCo LLC, which signed the TAPA; and (iii)
is listed on SEC filings 	in connection with the sale.39 None of these
Defendants are alleged to be a party to the TAPA.
D. Parties’ Arguments
[¶ 22] Defendants 	argue 	that 	PEOFs 	failed 	to 	allege 	sufficient,
particularized jurisdictional facts supporting specific personal jurisdiction
over 	any 	of 	the 	Blackstone 	Defendants 	(general 	jurisdiction 	was 	not
asserted).40 Defendants further argue that even assessed together, PEOFs’
generalized allegations do not support specific jurisdiction over any specially
appearing Defendant because PEOFs make no assertion that they performed
any acts in Texas.41 Defendants further argue that the few specific allegations
concerning 	the 	Blackstone 	Investors 	and 	the 	remaining 	Blackstone
Defendants listed above are not substantively connected to the challenged
asset sale.42
39 Opp. to Blackstone SA at 7–10.
40 Defendants’ Verified Special Appearances (Blackstone SA) at 7.
41 Blackstone SA at 7–8.
42 Blackstone SA at 9–10.

MEMORANDUM O PINION AND O RDER , Page 13
[¶ 23] PEOFs 	respond 	that 	the 	Blackstone 	Defendants 	conducted
substantial business in Texas in that they (i) had direct involvement in the
investment in PRD, a Texas oil company, and the sale of those Texas oil assets
at issue; (ii) either invested millions of dollars into PRD/PEP or received
millions of shares from the Callon sale; (iii) are all in the same direct chain of
entities that manage BPP HoldCo LLC, a PEP limited partner; and (iv) were
involved in the TAPA and investment in PRD/PEP and its governance.43
[¶ 24] PEOFs further argue that regardless of their forum contacts, the
Blackstone Defendants either (i) are estopped from arguing that the TAPA’s
forum-selection clause does not apply to them because they sought and
received affirmative relief in the First Action by arguing the sameor (ii) waived
their right to object to personal jurisdiction by making a general appearance in
the First Action.44 Alternatively, PEOFs seek a continuance to conduct
jurisdictional discovery, which they say Defendants avoided.45
43 Opp. to Blackstone SA at 4–5, 7–10.
44 Opp. to Blackstone SA at 16–20.
45 Opp. to Blackstone SA at 28–29.

MEMORANDUM O PINION AND O RDER , Page 14
[¶ 25] Defendants reply that PEOFs have not shown that any Blackstone
Defendants were involved in the Callon sale.46 Defendants further argue that
the TAPA was created five years before the Callon sale and lacks connection
to the asserted claims.47 Defendants argue they are not estopped because they
have consistently argued PEOFs were signatories to the TAPA and bound by
the forum-selection clause when bringing claims under the TAPA.48
[¶ 26] Regarding waiver, Defendants rely on James v. Illinois Cent. R.R.
Co., 965 S.W.2d 594 (Tex. App.—Houston [1st Dist.] 1998, no pet.) and
Megadrill Services Ltd. v. Brighouse, 556 S.W.3d 490 (Tex. App.—Houston
[14th Dist.] 2018, no pet.) for the premise that a defendant does not consent
to jurisdiction merely by defending prior suits in Texas.49
[¶ 27] At the November 21, 2024, hearing, Defendants referred to a third
case, Grynberg v. M-I L.L.C., 398 S.W.3d 864 (Tex. App.—Corpus Christi
46 Defendants’ Omnibus Reply in Support of Special Appearances (Reply ISO Blackstone
SA) at 2.
47 Reply ISO Blackstone SA at 2.
48 Reply ISO Blackstone SA at 4–5.
49 Reply ISO Blackstone SA at 5–7.

MEMORANDUM O PINION AND O RDER , Page 15
2012, pet. denied), for the point that appearing in matters “ancillary” and
prior to the main suit does not waive a personal jurisdiction challenge.50
[¶ 28] The court concludes that the Blackstone Defendants consented to
Texas’ jurisdiction in this action (i.e., waived their right to object to personal
jurisdiction).
II. 	Applicable Law
A. Special Appearances
[¶ 29] Texas Rule of Civil Procedure 120a governs special appearances.
It provides:
a special appearance may be made by any party either in person or
by attorney for the purpose of objecting to the jurisdiction of the
court over the person or property of the defendant on the ground
that such party or property is not amenable to process issued by
the courts of this State.
TEX . R. CIV. P. 120a(1).
[¶ 30] A special appearance may be made as to “an entire proceeding”
or any severable claim involved therein. 	Id. 	Every appearance, prior to
judgment, not in compliance with this rule is a general appearance. Id.
50 11/21/24 Hr. Trs. at 123:20–124:5.

MEMORANDUM O PINION AND O RDER , Page 16
[¶ 31] A party availing itself of Rule 120a must strictly comply with its
terms because failure to do so results in waiver. PetroSaudi Oil Servs. Ltd. v.
Hartley, 617 S.W.3d 116, 136 (Tex. App.—Houston [1st Dist.] 2020, no pet.).
[¶ 32] Thus, a party waives its special appearance when it (i) invokes the
court’s judgment on any question other than the court’s jurisdiction; (ii)
recognizes by its acts that an action is properly pending; or (iii) seeks
affirmative action from the court. 	Exito Elecs. Co. v. Trejo , 142 S.W.3d 302,
304 (Tex. 2004) (per curiam) (citing Dawson-Austin v. Austin, 968 S.W.2d
319, 322 (Tex. 1998)). But a party does not waive its jurisdictional challenge
by 	seeking 	affirmative 	relief 	consistent 	with 	the 	special 	appearance.
Nationwide Distrib. Servs., Inc. v. Jones, 496 S.W.3d 221, 225 (Tex. App.—
Houston [1st Dist.] 2016, no pet.).
B. In Personam Jurisdiction
[¶ 33] A nonresident defendant is subject to personal jurisdiction in
Texas if (i) the Texas long-arm statute authorizes the exercise of jurisdiction
and 	(ii) 	the 	exercise 	of 	jurisdiction 	does 	not 	violate 	federal 	or 	state
constitutional due process guarantees. Kelly v. Gen. Interior Const., Inc., 301
S.W.3d 653, 657 (Tex. 2010).

MEMORANDUM O PINION AND O RDER , Page 17
[¶ 34] The Texas long-arm statute’s broad “doing business” language
allows 	the 	trial 	court’s 	jurisdiction 	to 	“reach 	as 	far 	as 	the 	federal
constitutional requirements of due process will allow.” 	Moki Mac River
Expeditions v. Drugg, 221 S.W.3d 569, 575 (Tex. 2007) (quoting Guardian
Royal Exch. Assurance, Ltd. v. English China Clays, P.L.C., 815 S.W.2d 223,
226 (Tex. 1991)).
[¶ 35] Therefore, courts need “only analyze whether [the defendant]’s
acts would bring [the defendant] within Texas’ jurisdiction consistent with
constitutional due process requirements.” Retamco Operating, Inc. v. Republic
Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).
[¶ 36] A state’s exercise of jurisdiction comports with federal due
process if (i) the nonresident defendant has “minimum contacts” with the
state and (ii) the exercise of jurisdiction “does not offend traditional notions
of fair play and substantial justice.” 	M&F Worldwide Corp. v. Pepsi-Cola
Metro. Bottling Co., Inc., 512 S.W.3d 878, 885 (Tex. 2017) (quoting Walden v.
Fiore, 571 U.S. 277, 283 (2014)).
1. 	Minimum Contacts
[¶ 37] A defendant establishes minimum contacts with a state when it
“purposefully avails itself of the privilege of conducting activities within the

MEMORANDUM O PINION AND O RDER , Page 18
forum state, thus invoking the benefits and protections of its laws.” Retamco,
278 S.W.3d at 338.
[¶ 38] Courts consider three issues in determining whether a defendant
purposefully availed itself of the privilege of conducting activities in Texas:
First, only the defendant’s contacts with the forum are relevant,
not the unilateral activity of another party or a third person.
Second, the contacts relied upon must be purposeful rather than
random, fortuitous, or attenuated. 	Thus, sellers who reach out
beyond 	one 	state 	and 	create 	continuing 	relationships 	and
obligations with citizens of another state are subject to the
jurisdiction of the latter in suits based on their activities. Finally,
the defendant must seek some benefit, advantage or profit by
availing itself of the jurisdiction.
Id. at 339 (quoting Moki Mac, 221 S.W.3d at 575); Michiana Easy Livin’
Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005).
[¶ 39] The minimum-contacts analysis focuses on the “quality and
nature of the defendant’s contacts,” not quantity. 	Retamco, 278 S.W.3d at
339.
[¶ 40] “The defendant’s activities, whether they consist of direct acts
within Texas or conduct outside Texas, must justify a conclusion that the
defendant could reasonably anticipate being called into a Texas court.” Id. at
338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,
806 (Tex. 2002)).

MEMORANDUM O PINION AND O RDER , Page 19
a. 	Specific Personal Jurisdiction
[¶ 41] Specific jurisdiction requires that “(1) the defendant purposefully
avails itself of conducting activities in the forum state, and (2) the cause of
action arises from or is related to those contacts or activities.” Retamco, 278
S.W.3d at 338 (buying Texas real estate) (citing 	Burger King Corp. v.
Rudzewicz, 471 U.S. 462, 472 (1985)). 	“The ʻarise from or relate to’
requirement lies at the heart of specific jurisdiction by defining the required
nexus between the nonresident defendant, the litigation, and the forum.” Moki
Mac, 221 S.W.3d at 579; Guardian Royal, 815 S.W.2d at 228 (specific
jurisdiction focuses on “the relationship among the defendant, the forum and
the litigation”).
[¶ 42] For a nonresident defendant’s forum contacts to support an
exercise of specific jurisdiction, “there must be a substantial connection
between those contacts and the operative facts of the litigation.” 	Moki Mac,
221 S.W.3d at 585. The “operative facts” of a litigation are those that “will
be the focus of the trial” and “will consume most if not all of the litigation’s
attention.” Id. at 585.
[¶ 43] Specific jurisdiction requires 	courts to analyze jurisdictional
contacts on a claim-by-claim basis. 	Moncrief Oil Int’l Inc. v. OAO Gazprom,

MEMORANDUM O PINION AND O RDER , Page 20
414 S.W.3d 142, 150 (Tex. 2013); see also Seiferth v. Helicopteros Atuneros,
Inc., 472 F.3d 266, 274–75 (5th Cir. 2006) (“If a defendant does not have
enough contacts to justify the exercise of general jurisdiction, the Due Process
Clause prohibits the exercise of jurisdiction over any claim that does not arise
out of or result from the defendant’s forum contacts.”). But a court need not
assess contacts on a claim-by-claim basis if all claims arise from the same
forum contact. Moncrief, 414 S.W.3d at 150–51.
2. 	Fair Play and Substantial Justice
[¶ 44] If the minimum contacts requirements are met, it is “rare” for
exercising personal jurisdiction to not comply with fair play and substantial
justice. 	Retamco, 278 S.W.3d at 341. 	Nonetheless, courts still consider
factors to ensure that exercising jurisdiction does not offend traditional
notions of fair play and substantial justice:
(1) the burden on the defendant; (2) the interests of the forum state in
adjudicating 	the 	dispute; 	(3) 	the 	plaintiff’s 	interest 	in 	obtaining
convenient and effective relief; (4) the interstate judicial system’s
interest in obtaining the most efficient resolution of controversies; and
(5) the shared interest of the several States in furthering fundamental
substantive social policies.
Id. (citing Burger King, 471 U.S. at 477–78).

MEMORANDUM O PINION AND O RDER , Page 21
3. 	The Parties’ Burdens
[¶ 45] The plaintiff 	“bears 	the initial 	burden 	to 	plead 	sufficient
allegations to bring the nonresident defendant within the reach of Texas’s
long-arm statute.” 	Kelly, 301 S.W.3d at 658. 	If the plaintiff fails to plead
facts 	bringing 	the 	defendant 	within 	reach 	of 	the 	long-arm 	statute 	the
defendant need only prove that it does not live in Texas to negate jurisdiction.
Id. at 658–59. 	“Once the plaintiff has pleaded sufficient jurisdictional
allegations, the defendant filing a special appearance bears the burden to
negate all bases of personal jurisdiction alleged by the plaintiff.” Id. at 658.
[¶ 46] “Because the plaintiff defines the scope and nature of the lawsuit,
the defendant’s corresponding burden to negate jurisdiction is tied to the
allegations in the plaintiff’s pleading.” Id. Defendant can negate jurisdiction
on either a factual or legal basis. Id. at 659.
[¶ 47] Factually, a defendant can present evidence that it has no contacts
with Texas, effectively disproving the plaintiff’s allegations. Id. The plaintiff
must then respond with its own evidence that affirms its allegations or else
risk dismissal. 	Id. 	However, the court considers “additional evidence,”
including, “stipulations made by and between the parties, such affidavits and
attachments as may be filed by the parties, the results of discovery processes,

MEMORANDUM O PINION AND O RDER , Page 22
and any oral testimony,” only to the extent it supports or undermines the
pleadings’ allegations. 	Id. at 658 n.4 (citing TEX . R. CIV. P. 120a(3)). If the
plaintiff’s 	evidence 	is 	not 	within 	the 	scope 	of 	the 	pleadings’ 	factual
allegations, the plaintiff should amend the pleadings for consistency. 	Id. at
659 n.6.
[¶ 48] Legally, the defendant can show that even if the plaintiff’s alleged
facts are true, the evidence is legally insufficient to establish jurisdiction
either (i) because the defendant’s contacts with Texas fall short of purposeful
availment (including that the claims do not arise from the contacts) or (ii) that
traditional notions of fair play and substantial justice are offended by the
exercise of jurisdiction. Id. at 659.
III. 	Discussion
A. Blackstone Defendants’ General Appearance
[¶ 49] To begin, “personal jurisdiction is a ʻwaivable right’ and [a
defendant] may give ʻexpress or implied consent to the personal jurisdiction of
the court.’” RSR Corp. v. Siegmund, 309 S.W.3d 686, 704 (Tex. App.—Dallas
2010, no pet.) (quoting Burger King Corp., 471 U.S. at 473 n.14). 	“To the
extent a party has consented to jurisdiction in a particular forum, the trial
court’s exercise of personal jurisdiction over it does not violate due process

MEMORANDUM O PINION AND O RDER , Page 23
even in the absence of contacts with Texas.” 	Id.; Megadrill, 556 S.W.3d at
497.
[¶ 50] Here, Blackstone Defendants made general appearances in the
First Action by seeking affirmative action from the court and filing an answer
without filing special appearances. 	Exito Elecs., 142 S.W.3d at 304; TEX . R.
CIV. P. 120a(1) (“Every appearance, prior to judgment, not in compliance with
this rule is a general appearance.”).
[¶ 51] First, each Blackstone Defendant moved to dismiss the First
Action, seeking affirmative relief from the court and invoking its judgment
regarding the TAPA’s forum-selection clause.51 That motion was granted, and
the First Action was dismissed. Second, the Blackstone Defendants filed an
answer in the First Action not subject to any jurisdictional challenge.52
[¶ 52] During the November 21, 2024, hearing, their counsel argued for
the first time that PEOFs’ petition in the First Action—through a drafting
error or otherwise—failed to actually articulate any claims against the
Blackstone Defendants.53
51 Opp. to Blackstone SA Exhibit 1.
52 Opp. to Blackstone SA Exhibit 2.
53 11/21/24 Hr. Trs. At 122:11–123:11 (pointing out that the Petition in the First Action
asserted claims against “Blackstone,” which was defined as meaning only “BPP HoldCo”).

MEMORANDUM O PINION AND O RDER , Page 24
[¶ 53] Regardless, it is quintessential that “by filing 	[an] answer,
unconditioned by a special appearance” a defendant “acknowledge[s] that the
case [i]s properly pending before a Texas court.” Massachusetts Bay Ins. Co. v.
Adkins, 615 S.W.3d 580, 600 (Tex. App.—Houston [1st Dist.] 2020, no pet.)
(emphasis original); Exito Elecs., 142 S.W.3d at 304. Blackstone Defendants’
last-minute attempt to find fault in PEOFs’ petition does not erase the fact that
they answered in the First Action, thereby entering a general appearance and
waiving any objection to personal jurisdiction. 	PetroSaudi, 617 S.W.3d at
136; Nationwide Distribution Servs., 496 S.W.3d at 224.
[¶ 54] Therefore, Blackstone Defendants waived their right to object to
personal jurisdiction in the First Action and consented to litigate these claims
in at least the 298th District Court of Dallas County, Texas.
B. Blackstone Defendants’ Consent to Litigate these Claims in Texas
[¶ 55] Because a special appearance may be made as to “an entire
proceeding” or otherwise is waived, TEX . R. CIV. P. 120a(1), one way to phrase
The Court notes that in Defendants’ reply, they argued a contradictory position. See Reply
ISO Blackstone SA at 4 (“In DC-22-17122, PEOF asserted claims under the LPA against
both signatories and nonsignatories (the Attenuated Blackstone Defendants among them).”
(emphasis added)).

MEMORANDUM O PINION AND O RDER , Page 25
the issue is whether Blackstone Defendants made a general appearance in only
the First Action, or if the “entire proceeding” includes the present suit.
[¶ 56] According to Blackstone Defendants, the First Action “was a
different 	cause 	number, 	different 	case, 	different 	court” 	and 	therefore
effectively a different proceeding with respect to Rule 120a.54 They further
argue that finding that they consented to personal jurisdiction in this case
based 	on participation in a 	prior, 	separate 	lawsuit would 	“expand 	the
doctrine[] of … waiver to novel lengths.”55
1. 	Applicable Law
[¶ 57] Several courts in Texas hold that “[v]oluntarily filing a lawsuit in
a jurisdiction is a purposeful availment of the jurisdiction’s facilities and can
subject a party to personal jurisdiction in another lawsuit when the lawsuits
arise from the same general transaction.” 	Primera Vista S.P.R. de R.L. v.
Banca Serfin, S.A. Institucion de Banca Multiple Grupo Financiero Serfin, 974
S.W.2d 	918, 	926 	(Tex. 	App.—El 	Paso 	1998, 	no 	pet.); 	see 	also 	Int’l
Transactions, Ltd. v. Embotelladora Agral Regionmontana SA de CV, 277 F.
54 11/21/25 Hr. Trs. At 119:19–123:19.
55 Reply ISO Blackstone SA at 2, 5–7.

MEMORANDUM O PINION AND O RDER , Page 26
Supp. 2d 654, 667 (N.D. Tex. 2002); Zamarron v. Shinko Wire Co., Ltd., 125
S.W.3d 132, 143 (Tex. App.—Houston [14th Dist.] 2003, pet. denied). Those
cases trace to General Contracting & Trading Co. v. Interpole, 940 F.2d 20 (1st.
Cir. 1991).
[¶ 58] In Interpole, General Contracting & Trading Co. (GCT) sued
Interpole, Inc. in New Hampshire’s federal district court seeking damages
associated with the delayed delivery of GTC’s order (Suit No. 1). 	Id. at 21.
Interpole filed a third -party complaint for indemnity against Transamerican
Steamship Corporation (Trastco), to which Trastco failed to respond, leading
to a default against Trastco in Suit No. 1. Id. Trastco then brought a separate
suit against Interpole in the same federal district court, charging fraud and
misrepresentation regarding the same overall transaction (Suit No. 2). 	Id.
Trastco subsequently challenged the default judgment in Suit No. 1 by
claiming the court never had personal jurisdiction over it. Id. at 22.
[¶ 59] However, the First Circuit held that a “defendant may manifest
consent to a court’s in personam jurisdiction in any number of ways” and that
“a party’s consent to a court’s jurisdiction may take place prior to the suit’s
institution … at the time suit is brought …, or after suit has started.” Id. So,
by bringing Suit No. 2, Trastco submitted itself to the district court’s

MEMORANDUM O PINION AND O RDER , Page 27
jurisdiction in Suit No. 1 because “Trastco surrendered any jurisdictional
objections to claims that Interpole wished to assert against it in consequence
of the same transaction or arising out of the same nucleus of operative facts.”
Id. at 23 (emphasis added).
[¶ 60] The court reasoned “a ruling that Trastco did not submit to the
court’s jurisdiction in Suit No. 1 when it instituted Suit No. 2 would produce
an unjust asymmetry, allowing a party (here, Trastco) to enjoy the full benefits
of access to a 	state’s courts 	qua 	plaintiff, while nonetheless retaining
immunity from the courts’ authority qua defendant in respect to claims
asserted by the very party it was suing (here, Interpole).” Id.; see also id. at 24
(“There is no conceivable unfairness here. 	The choice to sue in New
Hampshire, or to abstain, was Trastco’s.”).
[¶ 61] Thus, Interpole is (and its Texas progeny are) like the present case
because Blackstone Defendants voluntarily appeared and chose to litigate
claims arising from the Callon transaction here.
[¶ 62] Further, as discussed next, Massachusetts Bay Ins. Co. v. Adkins
negates Defendants’ “different cause number, different case, different court”
argument. 615 S.W.3d at 598.

MEMORANDUM O PINION AND O RDER , Page 28
2. 	Massachusetts Bay
[¶ 63] Massachusetts 	Bay 	involved 	an 	underlying 	asbestos-related
personal injury lawsuit filed in 1995 in Jefferson County, Texas and a transfer
in 2017 to the 11th District Court of Harris County for pretrial matters (the
MDL court). 	615 S.W.3d at 584. 	Massachusetts Bay Insurance Company
appealed the MDL court’s order denying its special appearance. Id. The MDL
court did in part because Massachusetts Bay waived its special appearance in
the underlying litigation. Id.
[¶ 64] Specifically, on August 3, 2017, plaintiffs filed their forty-first
amended petition in the Jefferson County trial court. Id. at 590.
[¶ 65] On October 10, 2017, a fellow defendant filed a notice of transfer
in the Jefferson County court stating that the case had been transferred to the
MDL court. Id. at 591.
[¶ 66] The next day, Massachusetts Bay filed an answer in the Jefferson
County 	case 	without 	objecting 	to 	personal 	jurisdiction. 	Id. 	at 	592.
Massachusetts Bay later filed a special appearance in the MDL court on June
20, 2018. Id.
[¶ 67] Plaintiffs 	argued 	that 	Massachusetts 	Bay 	waived 	personal
jurisdiction in the MDL case by earlier filing an answer in the Jefferson County

MEMORANDUM O PINION AND O RDER , Page 29
court that did not object to personal jurisdiction. 	Id. at 594. Massachusetts
Bay responded that (i) its June 2018 special appearance was the first pleading
that it filed in the MDL court, (ii) it was “a new proceeding with a new cause
number,” (iii) and its previous answer was effectively a nullity because the
Jefferson County court lacked jurisdiction over the suit as of October 10,
2017. Id. at 594–95, 598.
[¶ 68] To 	begin, 	the 	Massachusetts 	Bay 	court 	disagreed 	that 	the
Jefferson County court was completely deprived of jurisdiction upon transfer
to the MDL court, and therefore Massachusetts Bay’s answer was not a nullity.
Id. at 598 (discussing TEX . R. JUD. ADMIN. 13.5(b) & 13.11(f)(2)).
[¶ 69] Moreover, 	the 	court disagreed 	that the 	proceeding 	under 	a
separate cause number in the MDL court was a “new” proceeding for Rule
120a. 	Id. at 599 (“Rather than its being a separate proceeding, we conclude
that the proceeding in the MDL court in Harris County was simply a
continuation of the proceeding in Jefferson County, albeit in a different court
in a different county.”).
[¶ 70] Additionally, the court held that the “purpose of a special
appearance [] is to contest the ability of all courts in the forum state—not a
particular district court—to exercise personal jurisdiction over a defendant.”

MEMORANDUM O PINION AND O RDER , Page 30
Id. at 599–600 (citing Minucci v. Sogevalor, S.A., 14 S.W.3d 790, 794 (Tex.
App.—Houston [1st Dist.] 2000, no pet.)).
[¶ 71] Further, Rule 120a(1) states that a special appearance may be
made “for the purpose of objecting to the jurisdiction of the court over the
person or property of the defendant on the ground that such party or property
is not amenable to process issued by the courts of this State,” not only that
particular court of the State. 	Id. at 600 (quoting TEX . R. CIV. P. 102a(1)
(emphasis original to opinion)).
[¶ 72] Thus, 	“[w]hat 	is 	relevant 	is 	that, 	by 	filing 	its 	answer,
unconditioned by a special appearance, Massachusetts Bay acknowledged that
the case was properly pending before a Texas court.” Id. (emphasis original).
[¶ 73] Likewise, the Blackstone Defendants acknowledged that these
claims were proper as to these defendants in a Texas court when they answered
in the First Action without first filing special appearances.
3. 	Same Proceeding
[¶ 74] This action is essentially “a continuation of the proceeding” of
the First Action. See 615 S.W.3d at 599.
[¶ 75] That is, the plaintiffs are the same, the defendants are the same
(with the sole addition of Mr. Acconcia), and Blackstone Defendants’ co-

MEMORANDUM O PINION AND O RDER , Page 31
defendants previously stated that the Third Action “alleg[ed] the same claims
against the same parties arising out of the same transaction as the First
Action” and that “[i]ndeed, many of the allegations in the [Third Action] are
word-for-word verbatim of the allegations in the First Action.”56
[¶ 76] And the instant action is substantially identical to the petition in
the Third Action that parties previously tried to remove to this court. But for
the cause number and the particular court, this action is essentially the same
action as the first one filed on December 12, 2022 	, in the 298th Judicial
District Court for Dallas County in which Blackstone Defendants made a
general appearance.
[¶ 77] Accordingly, the Blackstone Defendants’ general appearance in
the First Action waived their right to object to personal jurisdiction here.
4. 	The Blackstone Defendants’ Cases
[¶ 78] Blackstone Defendants cited cases “reject[ing] the notion that a
foreign defendant waives its right [to] object to personal jurisdiction, or
consents to jurisdiction, in Texas by having defended other lawsuits in Texas.”
Megadrill, 556 S.W.3d at 498. But those cases are factually distinguishable.
56 Opp. to Blackstone SA Exhibit 3.

MEMORANDUM O PINION AND O RDER , Page 32
James v. Illinois Central
[¶ 79] James v. Illinois Central, held that “consent, as a basis for
obtaining 	personal 	jurisdiction 	over 	a 	foreign 	corporation, 	has 	been
abandoned,” citing the Supreme Court’s decision McGee v. Int’l Life. Ins. Co.,
355 U.S. 220, 222 (1957). 965 S.W.2d at 599. The court therefore reasoned
that “[r]egardless of its involvement in other litigation, a court’s exercise of
personal 	jurisdiction 	… 	depends 	upon 	minimum 	contacts 	analysis 	and
considerations of fair play and substantial justice.” Id. at 599–600.
[¶ 80] However, the court’s holding is contrary to the Supreme Court’s
more recent decision in Burger King and a long line of Texas cases, including
those the Blackstone Defendants cited, holding that “[t]o the extent a party
has consented to jurisdiction in a particular forum, the trial court’s exercise of
personal jurisdiction over it does not violate due process even in the absence
of contacts with Texas.” See, e.g., Megadrill, 556 S.W.3d at 497 (citing Burger
King, 471 U.S. at 473 n.14).
[¶ 81] Finally, the James court never said the previous lawsuits there
were similar or related to the suit for which waiver was alleged, merely
referring to “other lawsuits in Texas.” 965 S.W.2d at 599, n.2.
Megadrill v. Brighouse

MEMORANDUM O PINION AND O RDER , Page 33
[¶ 82] Megadrill makes that distinction. 556 S.W.3d at 497. There, the
plaintiff 	alleged 	that 	Megadrill 	waived 	its 	right 	to 	object 	to 	personal
jurisdiction because it “actively engag[ed] in litigation in Texas.” 	Id.
However, that court noted several times that the prior lawsuits plaintiff relied
on to allege waiver were “in an unrelated matter” and “unrelated to the
present one.” Id.
[¶ 83] After reviewing cases from other jurisdictions, the court held that
plaintiff “cites no authority supporting his position that a party’s consent to
jurisdiction in one case extends to other unrelated lawsuits in the same
jurisdiction.” 	Id. 	at 498 (emphasis added); 	see also id. 	(distinguishing
Interpole and other cases finding waiver where “the affirmative lawsuit was
based on the same transaction that was at issue in the subject litigation, or at
least a related transaction”).
[¶ 84] Thus, the court held that “as a matter of law that [Megadrill] did
not consent to personal jurisdiction in the present action by previously filing a
federal court lawsuit in Texas on an unrelated matter.” 	Id. at 499 (emphasis
added).

MEMORANDUM O PINION AND O RDER , Page 34
[¶ 85] Accordingly, Blackstone Defendants’ reliance on Megadrill is
misplaced because the First Action is related to the present action—it is
essentially the same action.
Grynberg v. M-I L.L.C.
[¶ 86] Finally, Blackstone Defendants’ reliance on Grynberg is likewise
misplaced. 398 S.W.3d at 878. Although Gyrnberg and a line of cases hold
that appearing in matters “ancillary” and prior to the main suit does not waive
a personal-jurisdiction challenge, the examples of “ancillary” matters the
court cited are distinguishable: (i) filing a Rule 11 agreement; (ii) entering into
an agreed collateral order; (iii) filing a mandamus petition and motion for
emergency relief; (iv) filing a notice of oral hearing on the motion to dissolve
writ 	of 	garnishment; 	(v) agreeing 	to 	extend 	temporary 	restraining 	and
temporary injunction orders; (vi) counsel attending a temporary restraining
order hearing; or (vii) engaging in discovery before the special-appearance
hearing. 	See id. 	None of these examples resemble filing an answer in a
virtually identical lawsuit.

MEMORANDUM O PINION AND O RDER , Page 35
IV. 	Conclusion
[¶ 87] For these reasons, the court previously denied the Blackstone
Defendants’ special appearances on January 17, 2025.
BILL WHITEHILL
Judge of the Texas Business Court,
First Division
SIGNED: February 10, 2025.

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