Dallas Sports Group v. DSE Hockey Club

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
6/3/2026
26 Tex. Bus. 36

The Business Court of Texas
1st Division

DALLAS SPORTS GROUP, LLC §
AND RADICAL ARENA, LTD., §
Plaintiffs §
v. § Cause No. 25-BC01B-0049
§
DSE HOCKEY CLUB, L.P. and §
DALLAS SPORTS & §
ENTERTAINMENT, L.P., §
Defendants
═══════════════════════════════════════
OPINION REGARDING COMBINED DISPOSITIVE MOTIONS
═══════════════════════════════════════

Syllabus 1

This opinion addresses (i) an entity’s duty to act on its officers, agents, or
representatives’ actual knowledge of facts arguably presented to a different
entity; (ii) due process concerns for parties added to a case shortly before a
dispositive event affecting that party’s rights; and (iii) the applicability of res
judicata to causes of action based on post-confirmation events regarding
assumed and accepted contracts.

1
This syllabus is for the reader’s convenience. It is not part of the court’s opinion, and it is not
legal authority.
1
[¶ 1] The parties asked the court to opine regarding its May 5, 2026,

orders deciding that (i) the Mavericks’ redemption letter and cash tender

method was also effective as to Dallas Sports & Entertainment, L.P. (DSELP);

(ii) the Court’s April 2, 2026, summary judgment rulings negated the Stars’

declaratory judgment counterclaim; and (iii) the Stars’ 2011 bankruptcy was

not a defense to the Mavericks’ claims. See TEX. R. CIV. P. 360(a)(1).

[¶ 2] The parties are familiar with the facts the court discussed in its

April 2nd Opinion and Order on Combined Summary Judgment Motions. So,

the court focuses on those additional facts relevant to this opinion.

I. Background

A. The Mavericks pursued the “Stars’” interests, DSELP remained silent.

[¶ 3] On October 28, 2025, Dallas Sports Group, LLC and Radical

Arena, Ltd. (Mavericks), invoked the court’s declaratory judgment

jurisdiction to determine whether they effectively redeemed DSE Hockey

Club, L.P.’s (Hockey Club) interests in a limited partnership and its general

partner.2

2
See generally Plaintiffs’ Original Petition and Application for Injunctive Relief
(Mavericks’ OP).

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[¶ 4] From the outset, the Mavericks associated “Hockey Club” with

the “Dallas Stars” or the “Stars”: 3

Hockey Club owns and operates the Dallas Stars, the
professional ice hockey team headquartered in Frisco that
competes in the National Hockey League.4

Hockey Club and the “Stars” did not then object to, complain about, or raise

any red flags regarding those associations.

[¶ 5] Also from the outset, the Mavericks identified Hockey Club as the

entity that co-owned Center Operating Company, L.P. (COC), which leases the

American Airlines Center (the Arena) from the City of Dallas, and its general

partner, Center GP, LLC (Center GP). 5 The Stars did not complain or correct

the Mavericks.

[¶ 6] The Mavericks identified Brad Alberts as “the Stars’ CEO and

President . . .”6 Again, the Stars did not complain about or correct that

statement.

[¶ 7] The Mavericks asserted that their October 25, 2024, redemption

letter exercised “their right to cause Center GP to purchase and redeem the

3
See Mavericks’ OP. at 1, Preface, ¶ 1, and passim.
4
Mavericks’ OP ¶ 21.
5
Mavericks’ OP ¶ 23.
6
Mavericks’ OP ¶ 29.

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Stars’ entire company interest in Center GP for the redemption price on

October 25, 2024.” 7 Although the Mavericks alleged that their letter caused

the redemption of the Stars’ ownership interests, the Stars did not object that

the Mavericks’ letter was addressed to the wrong Stars entity or that the

correct owner was not identified, served, or sued.

[¶ 8] The Mavericks next requested

[t]hat the Court declare the Mavericks purchased and redeemed
the Stars’ company interest in COC Partnership and Center GP,
and the Mavericks become on that date the sole partner of COC
Partnership and the sole member of Center GP. 8

[¶ 9] That is, the Mavericks asserted that they acquired the Stars’ 50%

interests in COC and Center GP.

[¶ 10] The Mavericks also asserted a tortious interference claim and

requested emergency and permanent injunctive relief. 9

[¶ 11] The Mavericks’ sued almost exactly one year after they delivered

their redemption letter and cash tender to the Stars’ owner, Tom Gaglardi, and

the Stars’ CEO and President, Brad Alberts. There is no evidence that during

7
Mavericks’ OP ¶ 72.
8
Mavericks’ OP ¶ 73.
9
Mavericks’ OP ¶s 84-96. The Mavericks nonsuited their tortious interference claim
before the court’s final judgment.

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that one year gap the Stars expressed any confusion as to who the proper party

was.

[¶ 12] Approximately eight hours after the Mavericks sued, Hockey

Club filed its original counterclaim seeking a declaratory judgment that the

Mavericks’ redemption effort failed for several reasons—but not one of them

was because the redemption letter’s address block said Hockey Club instead

of DSELP or that DSELP owned the Stars’ COC or Center GP interests. 10

[¶ 13] Rather, the Stars alleged that:

DHC and DSRA obtained their ownership interests in COC and
CGP through various assignments concurrent with their
respective purchases of the Stars and Mavericks. Through those
assignments, DHC and DSRA each own a 49.9 percent interest
as limited partners in COC. CGP owns the remaining .1 percent
of COC. CGP is the general partner of COC. DHC and DSRA are
equal exclusive owners of CGP—neither group may act without
agreement of the other.11

[¶ 14] “DHC” in that pleading means Hockey Club. “DSRA” means

the Mavericks. The original counterclaim admitted as much:

DHC controls the Stars and along with DSRA owns the
companies that operate the AAC [Arena]. The terms “Stars” and
“DHC” are used interchangeably in this pleading.”12

10
See generally Hockey Club’s October 28, 2025, Original Counterclaim (Hockey Club
OC).
11
See Hockey Club’s OC ¶ 16.
12
See Hockey Club’s OC at 1, n.1.

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That is, Hockey Club admitted that it acted for and controlled the “Stars”

organization.

[¶ 15] The same counsel later represented DSELP in this case. Thus,

there was no conflict between those entities and their interests were aligned.

[¶ 16] Three weeks later, Hockey Club filed its First Amended

Counterclaim alleging essentially the same facts and circumstances as its

original counterclaim.13

[¶ 17] That first amended counterclaim used DHC throughout without

mentioning DSELP14 and again asserted Hockey Club’s ownership of the

Stars’ interests in COC and Center GP. 15

[¶ 18] The Stars further urged that:

This lawsuit arises from a dispute between DHC and DSRA
regarding the Agreement of Limited Partnership of COC (the
“COC Agreement”), the Limited Liability Company Agreement
of CGP (the “CGP Agreement”), and the parties’ rights under
those agreements. 16

[¶ 19] The Stars also pled that:

Since the creation of CGP and COC, the Mavericks’ entities also
transferred and assigned their interests in the companies. As of

13
See generally Hockey Club’s November 18, 2025, First Amended Counterclaim (Hockey
Club’s FAC).
14
See generally Hockey Club’s FAC.
15
Hockey Club’s FAC ¶s 6, 9, 18.
16
Hockey Club’s FAC ¶ 19.

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the filing of this lawsuit, DSG and Radical collectively own the
remaining 50 percent interest in CGP and 49.95 percent interest
in COC. Thus, DHC and DSRA each own an equal share of CGP
and COC. 17

[¶ 20] These were not isolated admissions or failures to deny.

[¶ 21] Moreover, Hockey Club admitted to receiving the Mavericks’

redemption letter18 and the Mavericks’ cash tender.19 Again, it did so without

suggesting there were issues with the company named in the address block,

who received the cash tender, or who the proper defendants should be.

[¶ 22] Contemporaneous with its first amended counterclaim, Hockey

Club filed its original answer. 20 That answer alleged twenty-two affirmative

defenses—none of which asserted that (i) Hockey Club was sued in the wrong

capacity, (ii) DSELP was a necessary party, (iii) DSELP lacked knowledge

about the dispute or an opportunity to defend its interests, or (iv) the name in

the redemption letter’s address block invalidated the Mavericks’ redemption

effort.21

17
Hockey Club’s FAC ¶ 27.
18
Hockey Club’s FAC ¶ 28.
19
Hockey Club’s FAC ¶ 32.
20
DSE Hockey Club’s Original Answer (Hockey Club OA).
21
See Hockey Club OA ¶ 9.

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[¶ 23] On December 12, 2025, Hockey Club sent a letter to COC and

Center GP asserting Hockey Club’s right to redeem the Mavericks’ interests in

those entities. 22 That letter did not mention DSELP. Rather, it said its purpose

included protecting Hockey Club’s interests in those companies.23

[¶ 24] That same day, Hockey Club filed its Second Amended

Counterclaim, which again said that Hockey Club owned the Stars’ COC and

Center GP interests. 24 That pleading did not mention a defense due to the

redemption letter allegedly being addressed to the wrong company or DSELP’s

role.

B. The Stars consent to an accelerated schedule.

[¶ 25] The Mavericks sought a TRO because the Stars were allegedly

refusing to authorize paying the partnership’s employees’ annual bonuses and

other Arena expenses. 25 The Stars relented on the employee bonuses, and the

Mavericks dropped their requested TRO.

22
Appendix in Support of Plaintiffs’ Responses to Motions for Summary Judgment
(Mavericks’ MSJ Resp. App.) at 48.
23
Mavericks’ MSJ Resp. App. at 48.
24
See, e.g., Hockey Club’s Second Amended Counterclaim (Hockey Club’s SAC)
¶s 9, 18, 26-28, 62-63.
25
Mavericks’ OP ¶s 5-7, 14, 59-60, 67, 84-98.

-8-
[¶ 26] However, with the parties’ agreement, the court adopted an

accelerated January 26, 2026, trial date instead of having a temporary

injunction hearing.26 The parties later agreed to a May 11, 2026, trial date.

The Stars did not file an objection or motion for continuance.

C. The parties litigated the April 2nd Order’s issues.

[¶ 27] Hockey Club and the Mavericks filed a combined seven summary

judgment motions. Hockey Club’s motions addressed whether:

(i) the COC and Center GP entities, as opposed to the Mavericks,
are the only proper parties capable of redeeming the Stars’
ownership interests;

(ii) the Mavericks’ designations of Las Vegas as the principal
offices for certain Mavericks corporate entities prevent the
Mavericks from asserting their claimed redemption rights as a
Remaining Partner;

(iii) limitations bar the Mavericks’ “breach” cause of action;

(iv) the fact that the Stars were not located in Dallas when the
parties signed the partnership and LLC agreements defeats the
Mavericks’ claims based on the original impossibility doctrine;
and

(v) the Mavericks waived their claims by knowing the Stars’
location for more than twenty years without exercising
redemption rights. 27

26
See November 3, 2025, Notice of Trial Setting.
27
See Dallas Sports Group, LLC v. DSE Hockey Club, LP, 2026 Tex. Bus. 15, ¶ 22, __
S.W.3d ___ (1st Div.).

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[¶ 28] Hockey Club’s five motions did not suggest that DSELP

(i) should be joined, (ii) had the rights at issue, (iii) lacked knowledge of and

control over the dispute, or (iv) was somehow prejudiced. At this point, there

was still no indication that the Stars intended to make those issues in this case.

[¶ 29] Indeed, Hockey Club’s summary judgment evidence included

Brad Alberts’ December 18, 2025, declaration testifying that:

2. I have been employed by the Stars since 2012 in various
executive and officer positions. I have served as the President of
the Stars since March 2, 2018, and Chief Executive Officer since
July 10, 2020. I continue to serve in those positions. In that
capacity [sic], I am familiar with the assets owned by the Stars,
the contracts entered into by the Stars, and the documents the
Stars maintain.

3. DSE Hockey Club L.P. purchased the Dallas Stars
professional hockey team in 2011 and became the successor to
Arena/Dallas Stars, Inc. under the (1) Agreement of Limited
Partnership of Center Operating Company, L.P. and (2) Limited
Liability Company Agreement of Center GP, LLC. DSE Hockey
Club L.P. also became the successor to Dallas Stars, L.P. under
the Stars Franchise Agreement. 28

He did not mention DSELP.

[¶ 30] The Mavericks’ two motions addressed whether:

they effectively caused a redemption of the Stars’ COC and Center GP
interests;

28
Appendix to Hockey Club’s Traditional Motions for Summary Judgment (Stars’ MSJ
App.) Vol. 1 at 6-7.

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the Stars’ board members were terminated from the Center GP board;

the parties’ nonwaiver clauses bar claims that the Mavericks delayed
in exercising their redemption rights; and

laches is a defense to their claims.29

[¶ 31] The court set those motions for a January 26th hearing. The

hearing was to be at the SMU law school because it could handle the expected

crowd.

[¶ 32] On January 19th, Mr. Alberts signed a second declaration

repeating his prior statements about Hockey Club owning the Stars’ COC and

Center GP interests. 30

[¶ 33] During a conference, the court requested organization charts

showing the corporate relationships.

[¶ 34] The Mavericks provided their chart first, and the Stars later

provided theirs. The Stars’ chart showed that DSELP owned Hockey Club and

Hockey Club’s general partner. But it said nothing about which entity owned

the Stars’ COC or Center GP interests.

[¶ 35] On January 25th, SMU announced it would close the campus on

the 26th due to an ice storm. So, the court postponed the hearing.

29
See Dallas Sports, 2026 Tex. Bus. 15, ¶23.
30
Stars’ MSJ App. Vol. 3 at 4-5 (App. 1035-1036).

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[¶ 36] That same day—despite Hockey Club’s prior contrary

allegations, arguments, counterclaims, and sworn evidence—the Stars said for

the first time that DSELP had interests in COC and Center GP 31 and might be

the actual successor to the company agreements.

[¶ 37] If that were correct, the parties’ summary judgment materials

could have been worthless, and the proceedings delayed, unless those

materials also applied to DSELP. Or a second case with DSELP might have

become necessary. Further, had the Stars revelation not occurred, the court

could have decided the case based on the materials before it only to later learn

that the exercise may have been pointless.

[¶ 38] So, with the parties’ agreement, the court reset the summary

judgment hearing to March 6, 2026.32 And the parties later filed competing

motions to add DSELP as a party.33

[¶ 39] On February 5th, the Stars filed a “Supplemental Declaration of

Brad Alberts” in which he testified that:

31
See DSE Hockey Club’s Motion for Leave (Motion for Leave) ¶s 3, 6; Plaintiffs’ Response
to Defendant’s Motion for Leave and Rule 37 Motion (Response to Motion for Leave) at 9.
32
See February 12, 2026, Amended Notice of Hearing.
33
See generally Motion for Leave; Response to Motion for Leave.

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3. DSE Hockey Club L.P. purchased the Dallas Stars
professional hockey team in 2011 and became the successor to
Dallas Stars, L.P. under the Stars Franchise Agreement.

4. In my previous Declarations, executed on December 18, 2025
and January 19, 2026, I stated that DSE Hockey Club L.P. also
became the successor to Arena/Dallas Stars, Inc. under the (1)
Agreement of Limited Partnership of Center Operating
Company, L.P. and (2) Limited Liability Company Agreement of
Center GP, LLC. Upon review of additional documents, I have
subsequently learned that statement was not correct.

5. The actual entity that became the successor to Arena/Dallas
Stars, Inc. under the (1) Agreement of Limited Partnership of
Center Operating Company, L.P. and (2) Limited Liability
Company Agreement of Center GP, LLC, is Dallas Sports &
Entertainment, L.P. 34

[¶ 40] That same day, Hockey Club served its First Amended

Disclosures in which it wrote:

[The Mavericks’] redemption was ineffective for numerous
reasons. First, DHC is not a party to the COC and CGP company
agreements and holds no interest in those companies. Also, the
COC and CGP company agreements require that redemption be
effectuated by the companies themselves, not their
members/partners. Moreover, the COC and CGP company
agreements specify that only a Remaining Partner/Member
could cause the companies to redeem interests. DSRA was not a
Remaining Partner/Member because it designated Las Vegas,
Nevada as the location of the principal corporate and executive
offices for the Mavericks. 35

34
Supplemental Declaration of Brad Alberts ¶s 3-5.
35
Response to Motion for Leave App. at 37.

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[¶ 41] Those amended disclosures twice admitted that beginning no

later than November 12, 2025, Hockey Club was DSELP’s agent for purposes

representing DSELP’s interests in this dispute.36

[¶ 42] However, those disclosures did not identify DSELP as a

potential party.37 Nor did they say that (i) putting Hockey Club’s name in the

redemption letter’s address block rendered the redemption ineffective,

(ii) DSELP did not know about the suit, or (iii) DSELP was prejudiced.38

[¶ 43] The Stars’ February 11th Motion for Leave stated:

By this motion the Stars seek leave to amend their pleadings
regarding prior allegations regarding the ownership of Center
Operating Company, L.P. and Center GP, LLC. 39

[¶ 44] The Mavericks’ response (i) noted that the Stars filed their

motion for leave “only a few days before the rescheduled March 6th hearing

date,” (ii) pressed an urgent need to resolve this dispute, and (iii) argued for

leave to join DSELP.” 40

pursuant to “terms” that will require (i) that [DSELP] is added
as a party subject to the current claims and defenses as of the

36
Response to Motion for Leave App. at 38.
37
Response to Motion for Leave App. at 36.
38
See generally Motion for Leave . For that reason alone, the court may properly disregard
the Stars’ argument that the letter is ineffective based on the name in the address block.
See TEX. R. CIV. P. 193.5(a), 193.6(a).
39
Motion for Leave ¶ 6.
40
Response to Motion for Leave at 6.

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time they were first asserted, and (ii) that the joinder of [DSELP]
will not cause any deadline in the Court’s Scheduling Order to be
extended absent party consent and approval by the Court
including, without limitations, the trial date.41

[¶ 45] On February 25th, the court signed its Order Regarding Joinder.

Pursuant to that order, DSELP was deemed to have participated in the then-

pending summary judgment proceedings as if it were an original party to

them.42 That is, the court’s substantive rulings would apply to Hockey Club

and DSELP without needing to refile those documents.43 Specifically, that

order provided that:

5. The Stars may amend their pleadings to assert additional
causes of action or affirmative defenses relating to DSELP and
this controversy.

6. The court considers references to the Stars in the parties’
existing pleadings, summary judgment motions (including their
grounds), responses, briefs, and arguments to also apply to
DSELP without further amendment—without prejudice to the
parties’ ability, including DESLP’s ability, to later assert
additional summary judgment or other motions relating
specifically to DSELP’s role in this case. (That is, the parties’
existing, substantive legal arguments apply in principle as well.)

7. The court’s existing scheduling order remains in place.

41
Response to Motion for Leave at 1-2.
42
February 25, 2026, Order Regarding Joinder ¶ 6..
43
February 25, 2026, Order Regarding Joinder ¶ 6.

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8. The parties are to use their best efforts to contact the court’s
manager and arrange a status conference on Thursday, February
26, 2026, or as soon thereafter as possible.44

[¶ 46] During a February 26th status conference, the parties agreed

that adding DSELP would not affect the pending summary judgment motions

or the upcoming hearing on those motions.45

[¶ 47] The Mavericks later amended their petition to add DSELP as a

defendant.46

[¶ 48] The Stars amended their pleadings to add affirmative defenses

for, and a counterclaim by, DSELP. The Stars also filed amended summary

judgment motions changing only the phrase “Stars’ interests” to “Stars’

purported interests.” 47

[¶ 49] However, neither DSELP nor Hockey Club moved for a

continuance or objected to the Order Regarding Joinder.

44
February 25, 2026, Order Regarding Joinder ¶s 5-8.
45
02/26/26 Status Conference Tr. at 4:22-5:18.
46
The rules provide that, “Before a case is called for trial, additional parties necessary or
proper parties to the suit, may be brought in, either by the plaintiff or defendants, upon such
terms as the court may prescribe; but not at a time or manner to unreasonably delay the
trial of the case.” TEX. R. CIV. P. 37. The Stars did not object that adding DSELP under
these circumstances was in a time or in a manner that would unreasonably delay trying the
case.
47
Compare Stars’ Original Impossibility MSJ ¶ 6 with Stars’ Amended Original
Impossibility MSJ ¶ 6.

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[¶ 50] Excluding any affirmative defenses and counterclaims unique to

DSELP, the parties’ substantive dispute focused on (i) the Mavericks’ claim

that they caused the redemption of the Stars’ ownership interest in the entities

operating the City of Dallas’s American Airlines Center where both teams play

their home games and (ii) the Stars’ affirmative defenses and related

counterclaims.

[¶ 51] For two hours on March 6th, the court heard oral arguments

regarding all seven motions and took them under advisement.

[¶ 52] In short, the court’s resulting April 2nd, ninety-page opinion and

order determined that the Mavericks’ redemption letter and accompanying

$110 cash tender was a sufficient method to cause the redemption. Dallas

Sports, 2026 Tex. Bus. 15, ¶s 46-69, 159-162. That order also rejected the

Stars’ arguments that:

(i) limitations and waiver barred the Mavericks’ claims;

(ii) the Mavericks’ redemption letter and cash tender were ineffective
because (a) the letter was addressed to Hockey Club instead of DSELP,
and (b) only the partnership and general partner—and not the
Mavericks—could redeem the Stars’ interests; and

(iii) the original impossibility defense prevented the Mavericks’
recovery.

Id., ¶s 46-69, 97-109.

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[¶ 53] Further, the April 2nd Order rejected on its merits the Stars’

laches defense. Id., ¶s 205-223.

[¶ 54] Accordingly, the court’s order disposed of much of the case but

left the remaining issues of whether (i) the Mavericks’ redemption method was

valid as to DSELP; (ii) the court’s April 2nd rulings substantively resolved

DSELP’s affirmative defenses and counterclaims; and (iii) res judicata effects

from the Stars’ 2011 bankruptcy case defeated the Mavericks’ claims. Any

attorneys’ fees award was also left to be decided.

[¶ 55] The court released three orders on May 5th ruling for the

Mavericks on all three issues this opinion addresses. Less than a week later,

the court ordered that the parties were responsible for their own attorneys’ fees

and costs. Accordingly, the court entered a final judgment on May 20, 2026.

II. Applicable Standards

A. Summary Judgment

[¶ 56] At any time, a party may move with or without supporting

evidence for a summary judgment as to all or any part of any causes of action

asserted against it. TEX. R. CIV. P. 166a(b). The motion must state its specific

grounds. Id. at 166a(c).

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[¶ 57] Thereafter, the court shall render judgment if the pleadings,

summary judgment filings, and properly filed evidence show that, except as to

the amount of damages, there is no genuine issue as to any material fact and

the movant is entitled to judgment as a matter of law on the issues stated in

the motion or in an answer or any other response. Id.; JLB Builders, L.L.C. v.

Hernandez, 622 S.W.3d 860, 864 (Tex. 2021).

[¶ 58] So, a summary judgment motion

…is essentially a motion for a pretrial directed verdict. * * *
Once such a motion is filed, the burden shifts to the nonmoving
party to present evidence raising an issue of material fact as to
the elements specified in the motion. * * * [Courts] review the
evidence presented by the motion and response in the light
most favorable to the party against whom the summary
judgment was rendered, crediting evidence favorable to that
party if reasonable jurors could, and disregarding contrary
evidence unless reasonable jurors could not. * * *

Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 581-82 (Tex. 2006) (citations

omitted).

[¶ 59] A genuine issue of fact exists if more than a scintilla of evidence

supports the alleged fact. See Amazon.com Servs. LLC v. Grant, No. 05-23-

01306, 2024 WL 5053063, at *2 (Tex. App.—5th Dist. Dec. 10, 2024, no

pet.). Evidence is more than a scintilla when it “rises to a level that would

enable reasonable and fair-minded people to differ in their conclusions.” King

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Ranch v. Chapman, 118 S.W.3d 742, 751 (Tex. 2003) (quoting Merrell Dow

Pharms., Inc. v. Hanover, 953 S.W.3d 706, 711 (Tex. 1997)). However, less

than a scintilla exists when the evidence is “so weak as to do nothing more

than create a mere surmise or suspicion” of a fact. Id. (quoting Kindred v.

Con/Chem, Inc., 640 S.W.2d 61, 63 (Tex. 1983)).

B. Rule 166(g)

[¶ 60] Rule of Civil Procedure 166 provides that the trial court “may in

its discretion” direct the parties to appear before it for a pretrial conference to

consider, among other things, “[t]he identification of legal matters to be ruled

on or decided by the court.” The court “shall make an order that recites the

action taken at the pretrial conference … and which limits the issues for trial

to those not disposed of by admissions, agreements of counsel, or rulings of

the court.” TEX. R. CIV. P. 166. Rule 166’s purpose is to “assist in the

disposition of the case without undue expense or burden to the parties.” Id.

[¶ 61] Rule 166(g) thus “authorizes trial courts to decide matters that

though ordinarily facts questions, have become questions of law because

ʻreasonable minds cannot differ on the outcome.’” JPMorgan Chase Bank,

N.A. v. Orca Assets G.P., LLC, 546 S.W.3d 648, 653 (Tex. 2018) (quoting

Walden v. Affiliated Comput. Servs., Inc., 97 S.W.3d 303, 322 (Tex. App.—

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14th Dist. 2003, pet. denied)). When a Rule 166(g) order disposes of claims

in this fashion, the order is akin to a summary judgment order, and [appellate

courts] review the order de novo. Id. If the non-movant has raised a fact issue

on the claim, dismissal under Rule 166(g) is not proper. See McCreight v. City

of Cleburne, 940 S.W.2d 285, 288 (Tex. App.—10th Dist. 1997, writ denied);

see also King Ranch, 118 S.W.3d at 751.

III. Analysis

A. Did the Mavericks’ redemption method also apply to DSELP?

1. Summary

[¶ 62] Yes, the Mavericks’ redemption method was effective as to

DSELP because the Mavericks’ letter and cash got to the right people, Texas

elevates substance over form, and DSELP was in privity with Hockey Club and

was not misled or prejudiced.

2. Parties’ Arguments

[¶ 63] The Mavericks’ Rule 166(g) Motion Regarding the Binding

Effect of the Court’s Summary Judgment Order on Dallas Sports &

Entertainment, L.P. (DSELP Redemption Motion) argued that the Mavericks’

redemption letter and cash tender bound DSELP for these reasons:

(i) relying principally on International Bankers Life Co. v. Holloway, 368
S.W.2d 567 (Tex. 1963), DSELP had actual notice of the redemption

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letter because its owner and top executives actually received the letter
and deposited the cash in DSELP’s safe (before returning the cash to the
Mavericks);

(ii) DSELP is bound by Alberts’ multiple sworn statements regarding
Hockey Club being the proper party;

(iii) Hockey Club acted as DSELP’s agent regarding these issues; and

(iv) the Court’s Joinder Order bound DSELP because it did not advance
unique arguments on DSELP’s behalf.48

[¶ 64] The Stars responded that:

(i) a fact issue exists as to whether DSELP received the payment;

(ii) the Mavericks’ estoppel argument is legally and factually
inadequate;

(iii) the Mavericks cannot establish as a matter of law that Hockey Club
received payment as DSELP’s agent;

(iv) DSELP is not bound by the court’s Summary Judgment Order; and

(v) regardless of who the Mavericks paid, the Mavericks could not
redeem DSELP’s interests.49

[¶ 65] In sum, the evidence conclusively establishes that DSELP

received the redemption letter and cash tender (or Hockey Club was DSELP’s

agent). So, the court need not address the estoppel issue. Accordingly, the

court concludes that the April 2nd Order binds DSELP and therefore resolved

the Mavericks’ ability to redeem the Stars’ COC and Center GP interests.

48
DSELP Redemption Motion at 6-7.
49
See generally DSELP Redemption Motion Response.

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3. Undisputed facts

a. The Mavericks’ Evidence

[¶ 66] Despite putting Hockey Club’s name in the redemption letter’s

addressee block, the Mavericks directed their redemption letter to the

attention of Messrs. Gaglardi and Alberts.50 Mr. Gaglardi ultimately owns

both DSELP and, thus, Hockey Club.51 He is also the Governor of the Stars’

NHL franchise. 52

[¶ 67] Mr. Alberts is both companies’ CEO and President.53 Messrs.

Gaglardi, Alberts, and Jim Lites are the directors of DSELP’s general

partner.54

[¶ 68] Messrs. Gaglardi and Alberts received the letter (or a copy) and

promptly discussed its contents with each other. 55 Upon receiving the letter,

Mr. Alberts sent it to NHL Commissioner, Gary Bettman.56

[¶ 69] The day he received the letter, Mr. Alberts met with his entire

executive staff: Matt Bowman (Chief Revenue Officer), Therese Baird (CFO),

50
Appendix in Support of Plaintiffs’ 166g and 166a Motions (Mavericks’ 166(g) App.) at
6.
51
Mavericks’ 166(g) App. at 94, 96-98.
52
Mavericks’ 166(g) App. at 38.
53
Mavericks’ 166(g) App. at 36-38.
54
Mavericks’ 166(g) App. at 34-35.
55
Mavericks’ 166(g) App. at 60-63, 100.
56
Mavericks’ 166(g) App. at 63.

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Lindsay Dowdy (Human Resources EVP), and Dan Stuchal (“who oversees

our youth business”) and discussed the letter. 57 That meeting was in Mr.

Alberts’ office in Frisco, Texas. 58 The Stars did not have an office at 2100 Ross

Avenue that day.59

[¶ 70] Ms. Baird, who is both companies’ CFO,60 received the cash and

held it in the single safe that both entities use.61

[¶ 71] Hockey Club is a wholly owned DSELP subsidiary.62 Both

companies share the same office space and address at 2601 Avenue of the Stars

in Frisco, Texas (which is also the Stars’ practice facility). 63 That address is

the only address where DSELP receives mail. 64

[¶ 72] DSELP has no employees65 and depends on Hockey Club’s

employees to conduct its business. 66 DSELP does not have a bank account.67

57
Mavericks’ 166(g) App. at 66.
58
Mavericks’ 166(g) App. at 66.
59
Mavericks’ 166(g) App. at 50.
60
Mavericks’ 166(g) App. at 49.
61
Mavericks’ 166(g) App. at 47-48.
62
Mavericks’ 166(g) App. at 32-33.
63
Mavericks’ 166(g) App. at 36.
64
Mavericks’ 166(g) App. at 50.
65
Mavericks’ 166(g) App. at 35.
66
See Mavericks’ 166(g) App. at 136.
67
Mavericks’ 166(g) App. at 39.

-24-
Hockey Club paid DSELP’s capital calls and received DSELP’s partnership

distributions.68

[¶ 73] Mr. Alberts did not “make a big distinction” between DSELP

and Hockey Club.69 At his deposition, Mr. Gaglardi could not distinguish in

his mind DSELP from Hockey Club.70

b. The Stars’ Response

[¶ 74] The Stars did not dispute the facts and supporting evidence

discussed in part III(A)(3)(a) above.71

[¶ 75] Instead, they discussed events leading to the parties’ contracts,

the Arena’s initial financing arrangements, and their prior owners’ 2011

bankruptcy. 72

[¶ 76] They additionally discussed (i) the Texas Legends’ leases with

the Stars; (ii) the Mavericks’ consent to the Stars receiving partnership

distributions; (iii) the Mavericks’ indirect acceptance of the Stars’ rent

68
Mavericks’ 166(g) App. at 40-41.
69
Mavericks’ 166(g) App. at 57.
70
Mavericks’ 166(g) App. at 95-96.
71
See DSE Hockey and DSELP’s Response to Plaintiffs’ 166(g) Motion Regarding Binding
Effect of the Summary Judgment Order (Stars’ 166(g) Response) at 1-17.
72
Stars’ 166(g) Response at 2-4.

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payments due under their COC lease; (iv) the Mavericks’ consent to the Stars

making partnership capital contributions; and (v) other Stars’ lease rights.73

[¶ 77] The Stars also posited that they allegedly maintained offices for

the hockey team’s players, coaches, trainers, and administrative staff at the

American Airlines Center in Dallas.74

[¶ 78] Finally, the Stars cited evidence that the Mavericks knew before

they sent their redemption letter that DSELP was the actual partner in COC

and, yet, put Hockey Club’s name on the redemption letter.75

[¶ 79] However, none of those matters affect whether DSELP, directly

or indirectly, received the Mavericks’ letter and cash tender.

[¶ 80] The Stars also argued that binding DSELP under the

circumstances would violate its due process rights.76

73
Stars’ 166(g) Response at 4-7.
74
Stars’ 166(g) Response at 3-4. However, that evidence is irrelevant to whether DSELP
received the letter and cash tender.
75
Stars’ 166(g) Response at 7-10. To the extent the Stars offered other evidence regarding
their response not mentioned here, the court considered that evidence and concluded that
it failed to raise a genuine issue of material fact affecting the Mavericks’ argument in this
section.
76
Stars’ 166(g) Response at 34-35.

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4. Decision

a. Introduction

[¶ 81] The Mavericks relied on International Bankers, 368 S.W.2d at

580, to argue that their redemption letter and accompanying cash tender were

effective as to DSELP because its officers and agents received the letter and

tender.77 The court agrees with the Mavericks because International Bankers

is binding authority and the facts conclusively establish DSELP’s actual

knowledge and receipt of the Mavericks’ redemption letter and cash tender.78

i. International Bankers

[¶ 82] International Bankers was a derivative suit against certain

directors for breaching fiduciary duties. An issue was when disinterested

directors had sufficient knowledge of the breaches to begin the limitations

period. The supreme court held that actual notice to a corporate officer or

agent is notice to a corporation where that person, in the scope of his or her

duties to the corporation, should and reasonably could communicate that

knowledge to the corporation:

77
Plaintiffs’ Rule 166(g) Motion Regarding the Binding Effect of the Court’s Summary
Judgment Order on Dallas Sports & Entertainment, L.P. (Mavericks’ 166(g) Motion) at 6-
7, 24-26.
78
Dallas Sports, 2026 Tex. Bus. 15, ¶s 46-69.

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Plaintiff as a corporation could act only through its agents, and
in our opinion notice to a corporation sufficient to activate the
statute of limitations is not categorically limited to that acquired
by directors in official meetings. The authority cited by plaintiff
(3 Fletcher Cyclopedia Corporations, Sec. 793) recognizes the
rule that notice to an officer or agent is notice to the corporation
in the circumstance where the officer or agent in the line of his
duty ‘ought, and could reasonably be expected, to act upon or
communicate the knowledge to the corporation.’ We are clear in
the view that it was the duty of the officers and directors of
plaintiff to act upon notice, if such they had whether actual or
constructive, of that which is charged against the defendants in
this suit. The office of a corporation director or officer is more
than nominal, and those assuming the duties and responsibilities
of such offices are not justified in neglecting every precaution or
investigation; it is their minimal duty and responsibility to
protect the corporation against acts adverse to the interest of the
corporation, whether perpetrated by fellow directors or by
strangers to the corporation.

Id.

[¶ 83] The Stars’ response did not mention International Bankers. Nor

did they cite any contrary, let alone overruling, authority. This court, however,

cannot ignore the case or its application to the undisputed facts—both as to

DSELP’s knowledge of the redemption letter and its receipt of the cash tender.

That is, the same facts and circumstances that establish DSELP’s receipt and

knowledge of the letter also establish its receipt of the simultaneous cash

tender delivered with the letter.

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ii. DSELP’s Knowledge and Receipt

[¶ 84] As discussed in part III(A)(3)(a), the undisputed facts

conclusively establish that DSELP’s owner, highest ranking corporate

executives, and at least two of its general partner’s directors received the

redemption letter, a copy of it, or discussed it. Not only did the top executives

discuss the letter, but the Stars also responded to it a week later.

[¶ 85] And DSELP’s CFO, who officed at the address in the letter’s

addressee block, also admitted to receiving the cash and depositing it in the

safe used by both entities.

[¶ 86] Next, Texas elevates substance over form. See Texas Right to

Life v. Van Stean, 702 S.W.3d 348, 355 (Tex. 2024); Verburgt v. Dorner, 959

S.W.2d 615, 617 (Tex. 1997). More specifically, Texas considers a situation’s

economic realities to determine its nature. Life Partners, Inc. v. Arnold, 464

S.W.3d 660, 669 (Tex. 2015) (economic realities determined investment

contract’s status as a security).

[¶ 87] Here, for the reasons discussed in part III(A)(3)(a) above, the

economic realities are that DSELP received actual notice of the Mavericks’

redemption letter and the cash tender. Thus, as a matter of law, the Mavericks

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established DSELP’s actual knowledge and receipt of the redemption letter

and cash tender. International Bankers, 368 S.W.2d at 580.

b. The Parties’ Additional Arguments

i. Alter Ego

[¶ 88] Rather than addressing International Bankers and its

application to the undisputed facts discussed in part III(A)(3)(a) above, the

Stars attempt to argue that DSELP did not receive the tendered funds because,

according to them, the Mavericks’ argument is an unpled and unproved alter

ego argument. 79

[¶ 89] The court rejects that argument because it misperceives the

Mavericks’ position. The Mavericks did not argue alter ego. Nor did they need

to because they proved that DSELP actually received the letter and cash

tender.

[¶ 90] The Mavericks could have put a fictitious name or no name in

the addressee block, and it would not have mattered because the right people

got the letter and the cash (at the right address). The Mavericks could have

handed the letter and the cash to Ms. Baird during a game at the Arena and the

result would be the same.

79
Stars’ 166(g) Response at 14-17.

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[¶ 91] Nonetheless, the Stars’ response at page seventeen also refers to

evidence that (i) the two companies have separate “books and records,” 80 (ii)

are separate parties to the Stars’ City of Dallas Franchise Agreement and the

COC Agreement,81 and (ii) Hockey Club is not DSELP’s only subsidiary.82

The court accepts those facts as true. But they do not concern whether DSELP

received actual notice of (or received) the redemption letter and cash tender.

ii. DSELP’s Due Process

(a) The Stars’ Arguments

[¶ 92] The Stars argue that binding DSELP to the April 2nd Order

when the court added DSELP as a party little more than a week before the

March 6, 2026, summary judgment hearing deprived DSELP of its due

process and due course rights under the federal and state constitutions.83 See

U.S. CONST. AMEND. XIV, § 1; TEX. CONST. art. I, § 19.

[¶ 93] To that end, they cite Metromedia Rest. Svcs., Inc. v. Strayhorn,

188 S.W.3d 282, 286-87 (Tex. App.—3rd Dist. 2006, pet. denied) for the

80
See Appendix to Stars’ April 24, 2026, Response to Mavericks’ Rule 166(g) Motion
(Stars’ 166(g) Response App.) at 954 (Baird Dep. 11:12-11:20).
81
See Stars’ 166(g) Response App. 7-114 (Hockey Club’s franchise agreement and
DSELP’s predecessor’s COC and Center GP Agreements).
82
See Stars’ 166(g) Response App. 953-54 (Baird Dep. 9:23-10-5) (Hockey Club is a
DSELP subsidiary).
83
Stars’ 166(g) Response at 34-35.

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premise that Hockey Club and DSELP are separate entities with separate due

process rights even if they have identical interests and identical defenses.84

[¶ 94] They then argue that DSELP was not a party to the Mavericks’

summary judgment motions when the Mavericks filed them and did not

participate in the summary judgment hearing.85 Thus, the Stars conclude that

the motions and hearing did not afford DSELP a meaningful opportunity to be

heard, thus denying DSELP’s due process and due course rights. 86

(b) The Mavericks’ Reply

[¶ 95] The Mavericks replied that binding DSELP to the April 2nd

Order does not violate its due process rights because DSELP (i) has effectively

been a party to the case from the outset and (ii) had an opportunity to raise

unique arguments but did not do so.87

(c) Decision

[¶ 96] The court concludes that, under this case’s particular facts,

DSELP had a fair opportunity to defend itself and its due process and due

course rights were not deprived because it (i) had notice of the claims and suit

84
Stars’ 166(g) Response at 34-35.
85
Stars’ 166(g) Response at 34-35.
86
Stars’ 166(g) Response at 35.
87
Plaintiffs’ Reply in Support of Rule 166(g) Motion regarding Effect of the Court’s
Summary Judgment Order on DSELP (Mavericks’ DSELP Rule 166(g) Reply) at 14-19.

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from the outset; (ii) had an identical financial interest in the outcome as

Hockey Club; (iii) and was in privity with Hockey Club such that DSELP

would be bound by collateral estoppel had it been sued separately. See Benson

v. Wanda Petroleum Corp., 468 S.W.2d 361, 363-64 (Tex. 1971).

[¶ 97] In short, DSELP knew of the Mavericks’ claims and their

grounds for a year before the Mavericks sued; Mr. Alberts repeatedly testified

that Hockey Club was the entity that assumed the Stars’ contracts; the Stars’

counsel agreed that the then-pending summary judgment materials applied

equally to DSELP, which was afforded an opportunity to assert defenses and

claims unique to it but failed to do so; and DSELP did not object to the court’s

February 25th Order Regarding Joinder or move for a continuance.88 Under

those circumstances, DSELP’s due process rights were satisfied.

[¶ 98] “The degree of process that is due in any given situation is

measured by a flexible standard that depends on the practical requirements of

the circumstances.” Harter v. Harter, No. 14-23-00340, 2024 WL 5051195,

*8 (Tex. App.—14th Dist. Dec. 10, 2024, no pet.).

88
See ¶s 3-52 and 67-73 above.

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[¶ 99] Here, relevant factors include whether DSELP knew the facts,

was not misled, or was disadvantaged. See Sumrak v. Tenneco Oil Co., 648

S.W.2d 778, 780 (Tex. App.—2nd Dist. 1983, no writ) (quoting Continental

S. Lines, Inc. v. Hilland, 528 S.W.2d 828, 831 (Tex. 1975) (whether suing

erroneous entity affected limitations)).

[¶ 100] Likewise, in the collateral estoppel context, our supreme court

discussed the due process aspects of the privity requirements thusly,

Due process requires that the rule of collateral estoppel operate
only against persons who have had their day in court either as a
party to the prior suit or as a privy, and, where not so, that, at the
least, the presently asserted interest was actually and adequately
represented in the prior trial. As to the latter, § 84 of the
Restatement of Judgments (1942) states that a person who is not
a party but who controls an action is bound by the adjudications
of litigated matters as if he were a party where he has a
proprietary or financial interest in the judgment or in the
determination of a question of fact or of law with reference to the
same subject matter or transaction.

Benson, 468 S.W.2d at 361, 363-64.

[¶ 101] Here, DSELP knew about the dispute from the outset, it

controlled the defense, its economic interests are identical to Hockey Club’s

interests, it did not object to the joinder order stating that DSELP would be

bound by the then-pending summary judgment motions, it had an opportunity

to present arguments specific to it but did not do so, it was represented by the

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same able counsel, it did not explain any prejudice to it, and it did not move for

a continuance. Accordingly, its due process and due course arguments fail.89

iii. Remaining Arguments

[¶ 102] The court rejects the Stars’ arguments based on the Mavericks’

purported knowledge (i) about the Stars’ team office location and (ii) that

DSELP was the correct party because the fact remains that DSELP received

the letter and cash tender. For the same reason, the court need not address the

Mavericks’ additional agency, ratification, and estoppel arguments.

c. Conclusion

[¶ 103] The pivotal question is, what difference did it make that the

letter’s addressee block said Hockey Club instead of DSELP? The Stars

offered no reason that the difference mattered. They offered no evidence nor

reason that the difference prejudiced DSELP. Accordingly, the court

concludes that the company name in the addressee block is immaterial and the

court’s summary judgment and Rule 166(g) rulings bind DSELP.

89
For these purposes, the court’s due course analysis tracks its due process analysis.

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B. Do the court’s April 2nd rulings negate the Stars’ counterclaim?

1. Introduction

[¶ 104] Yes, the court’s April 2nd ruling that the Mavericks prevail on

their declaratory judgment action also negated the Stars’ declaratory

judgment counterclaim because that counterclaim did not assert unique issues

not already implicated by the Mavericks’ declaratory judgment action.

2. The Mavericks’ Arguments

[¶ 105] The Mavericks challenged the Stars’ twenty-two-part

declaratory judgment counterclaim.90 The Mavericks argued that the Stars

sought declarations that were the “mirror image” of the issues already raised

by the Mavericks’ pleadings.91 That is, the Mavericks’ motion rests on the

principle that the Declaratory Judgment Act is not available to settle disputes

already before (or decided by) the court. Indeed, that has long been Texas law:

The Declaratory Judgment Act is “not available to settle
disputes already pending before a court.”

BHP Petroleum Co., Inc. v. Millard, 800 S.W.2d 838, 841 (Tex. 1990) (quoting

Heritage Life v. Heritage Grp. Holding, 751 S.W.2d 229, 238 (Tex. App.—5th

Dist. 1988, writ denied)).

90
See generally Motion for Summary Judgment Dismissing Defendants’ Counterclaim
(Mavericks’ Counterclaim DJ Motion).
91
See Mavericks’ Counterclaim DJ Motion at 2.

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[¶ 106] From there, the Mavericks argued that the Stars’ requested

declarations fail if the Mavericks prevailed on their affirmative declaratory

judgement claim (which they did).92

3. The Stars’ Arguments

[¶ 107] The Stars responded that the “mirror image rule” does not

apply here because they asserted declaratory judgment claims that could have

resulted in them recovering greater relief beyond merely refuting the

Mavericks’ requested relief.93 They based that argument primarily on their

claim that they are entitled to redeem the Mavericks’ COC and Center GP

interests because the Mavericks allegedly committed their own Relocation

Event breach regarding their franchise agreement with Dallas.94

4. The Mavericks’ Reply

[¶ 108] The Mavericks replied that the Stars’ “greater relief”

argument fails because the April 2nd Order and opinion decided the

Mavericks’ Relocation Event against the Stars, thereby mooting that claim.95

92
Mavericks’ Counterclaim DJ Motion at 9.
93
Hockey Club and DSELP’s Response to Plaintiffs’ Summary Judgment Regarding
Defendants’ Counterclaims (Stars’ Counterclaim DJ Motion Resp.) at 4-11.
94
Stars’ Counterclaim DJ Motion Resp. at 11-12.
95
Plaintiffs’ Reply in Support of Motion for Summary Judgment Dismissing Defendants’
Counterclaim (Mavericks’ Counterclaim DJ Motion Reply) at 6-8. See also Dallas Sports,
2026 Tex. Bus. 15, ¶s 70-103.

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The Mavericks further replied that the April 2nd Order negated the Stars’

defensive declaratory judgment claims.96

5. Decision

[¶ 109] The Stars’ counterclaim did not add any issues, defenses, or

affirmative claims that the court’s May 20th final judgment did not explicitly

or implicitly resolve. See Etan Indus., Inc. v. Lehman, 359 S.W.3d 620, 624-

25 (Tex. 2011). The court’s April 2nd Order decided the Mavericks’ relocation

issue against the Stars, thereby rendering that claim moot:

Just as the Texas Constitution bars our courts from deciding a
case when the plaintiff lacks standing, similarly, a court cannot
decide a case that has become moot during the pendency of the
litigation. A case becomes moot if, since the time of filing, there
has ceased to exist a justiciable controversy between the
parties—that is, if the issues presented are no longer “live,” or if
the parties lack a legally cognizable interest in the outcome. Put
simply, a case is moot when the court’s action on the merits
cannot affect the parties’ rights or interests.

Heckman v. Williamson Cnty., 369 S.W.3d 137, 162 (Tex. 2012) (footnotes

omitted).

[¶ 110] Likewise, the Mavericks’ declaratory judgment action

subsumed the Stars’ requested defensive declarations that the April 2nd Order

also mooted.

96
Mavericks’ Counterclaim DJ Motion Reply at 8-13.

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[¶ 111] Finally, the Stars correctly cited several cases for the point that

the mirror image rule does not necessarily negate a declaratory judgment

counterclaim,97 but those cases mean only that the defendant can still recover

their fees under Civil Practice and Remedies Code § 37.009. See BHP

Petroleum, 800 S.W.2d at 842. However, the court decided the attorneys’ fees

issue on May 11, 2026.98 So, that Stars’ claim is also moot.

C. Did the Stars’ 2011 bankruptcy bar the Mavericks’ claims?

1. Introduction

[¶ 112] No, the court rejects this defense because the Stars assumed

their Location Commitment and Relocation Event terms post-bankruptcy. So,

those terms created a condition subsequent that applied post-bankruptcy.

Because the Stars’ post-bankruptcy conduct triggered that condition, the

Mavericks could exercise their redemption rights.

2. Discussion

a. The Stars’ Arguments

[¶ 113] The Stars’ res judicata argument contends that (i) the

Mavericks’ claim turns on the Stars’ 2003 move from Irving, Texas to Frisco,

97
See Stars’ Counterclaim DJ Motion Resp. at 6-8.
98
See generally Dallas Sports Group, LLC v. DSE Hockey Club, L.P., No. 25-BC01B-0049,
2026 Tex. Bus. 24 (1st Div.).

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Texas and, thus, (ii) res judicata effects arising from their predecessor’s 2011

bankruptcy plan bar the Mavericks’ redemption right claims against the

current Stars. 99 Although the Stars cite several cases for their argument,100

they rely mostly on In re Arriva Pharm., Inc., 456 B.R. 419, 426 (Bankr. N.D.

Cal. 2011); In re Ali Props., Inc., 334 B.R. 455, 462 (Bankr. D. Kan. 2005);

and In re Cellnet Data Sys., Inc., 313 B.R. 604, 608 (Bankr. D. Del. 2004).

b. The Mavericks’ Response

[¶ 114] The Mavericks responded that the court should deny the Stars’

Res Judicata Motion for four reasons:

[¶ 115] First, the Mavericks relied primarily on McConnell v. Southside

Indep. Sch. Dist., 858 S.W.2d 337, 343 (Tex. 1993) and City of Houston v.

Clear Creek Basin Auth., 589 S.W.2d 671, 678-79 (Tex. 1978) to urge that one

cannot avoid summary judgment based on an unpled and unproved affirmative

defense. 101 Thus, the Stars’ bankruptcy-related defenses fail because they did

not raise them in response to the Mavericks’ First DJ Motion. 102

99
Defendant’s Traditional Motion for Summary Judgment or Alternatively for Legal
Ruling Under Rule 166(g) (Stars’ Res Judicata MSJ) at 13-20.
100
Stars’ Res Judicata MSJ at 16.
101
Plaintiffs’ Response to Defendants’ 166(g) Motion re Bankruptcy Related Affirmative
Defenses (Mavericks’ Res Judicata Resp.) at 12-17.
102
Mavericks’ Res Judicata Resp. at 12-17.

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[¶ 116] Second, the Mavericks responded that res judicata does not

apply to their rights which arose post-confirmation.103 They further asserted

that res judicata fails because there is no fact-finding that the Stars breached

their Location Commitment with Dallas before the confirmation order. Thus,

their claim was not ripe and is not res judicata barred.

[¶ 117] Third, the Mavericks argued that res judicata fails because the

Stars assumed the Location Commitment and Relocation Events clauses, and

those clauses created conditions that the Stars triggered post-confirmation.104

[¶ 118] Finally, the Mavericks posited that res judicata is inapplicable

because (i) the current Mavericks’ owners acquired their COC and Center GP

interests before the Stars’ bankruptcy cases and (ii) the Stars did not serve

those entities with notice of the motion to assign and assume the executory

contracts. 105 Rather, the Stars served notice on Dallas Basketball Limited,

which is not a party to the COC and Center GP agreements.106

c. The Stars’ Reply

[¶ 119] The Stars replied with four points:

103
Mavericks’ Res Judicata Resp. at 17-19.
104
Mavericks’ Res Judicata Resp. at 22-26.
105
Mavericks’ Res Judicata Resp. at 26-29.
106
Mavericks’ Res Judicata Resp. at 26-29.

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[¶ 120] First, the April 2nd Order does not preclude DSELP from

asserting the res judicata defense because it “wasn’t a party to the summary

judgment motions.” 107

[¶ 121] Second, “the Mavericks’ claims rest entirely on pre-bankruptcy

conduct—the Stars’ 2003 move to Frisco—that the Mavericks themselves

pleaded as the basis for the alleged breach.”108 Relatedly, they said they need

not prove they breached the franchise agreement’s Location Commitment

before the bankruptcy court’s confirmation order for res judicata to apply.109

[¶ 122] Third, “the Mavericks’ redemption rights—to the extent they

exist—derive entirely from the City of Dallas’s contractual position, not from

any independent right the Mavericks possess.”110

[¶ 123] Fourth, “Dallas Basketball, Ltd—the entity controlling the

Mavericks basketball team in 2011—received actual notice, and the

Mavericks’ ownership had actual knowledge of the bankruptcy proceeding.”111

107
Defendants’ Reply in Support of Their Motion for Legal Ruling under Rule 166(g) (Stars’
Res Judicata Reply) at 1-3.
108
Stars’ Res Judicata Reply at 1, see also at 8-9.
109
Stars’ Res Judicata Reply at 10-12.
110
Stars’ Res Judicata Reply at 1, see also at 12-15.
111
Stars’ Res Judicata Reply at 1, see also at 15-16.

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d. Decision

i. Res Judicata Elements

[¶ 124] Res judicata requires proof of: “ʻ(1) a prior final judgment on

the merits by a court of competent jurisdiction; (2) identity of parties or those

in privity with them; and (3) a second action based on the same claims as were

raised or could have been raised in the first action.’” Rosetta Res. Operating,

LP v. Martin, 645 S.W.3d 212, 225 (Tex. 2022) (quoting Amstadt v. U.S. Brass

Corp., 919 S.W.2d 644, 652 (Tex. 1996)).

[¶ 125] Here, the only relevant element is whether this case is based on

the same claims the Stars raised or could have raised in their bankruptcy case.

That element is not met because (i) the Stars agreed to perform their Location

Commitment to Dallas post-bankruptcy and (ii) whether they so performed

could not have been litigated pre-bankruptcy.

ii. The Stars assumed, accepted, and are bound by their Dallas
franchise agreement and the Arena-related agreements.

[¶ 126] The Stars concede that their current ownership assumed and

agreed to be bound by (i) the Dallas franchise agreement and (ii) the COC and

-43-
Center GP Agreements.112 It follows that they also agreed to comply with their

franchise agreement’s Location Commitment to Dallas:

And it is axiomatic that when an assignee receives a transfer of
rights under a contract, the assignee steps into the assignor’s
shoes for purposes of that contract.

Clayton Williams Energy, Inc. v. BMT O&G TX., L.P., 473 S.W.3d 341, 353

(Tex. App.—8th Dist. 2015, pet. denied). It further follows that they accepted

and became bound by the COC and Center GP Agreements’ Relocation Event

rights and risks should either party to those contracts breach its Location

Commitment to Dallas. Id.

[¶ 127] The April 2nd Order concludes as a matter of law that (i) the

Stars had breached their Location Commitment to Dallas and (ii) a Relocation

Event had occurred under the COC and Center GP Agreements when the

Mavericks sent their October 25, 2024, redemption letter. Dallas Sports,

2026 Tex. Bus. 15, ¶s 46-69, 159-162. As discussed below, those facts defeat

the Stars’ res judicata defense.113

112
Stars’ Res Judicata MSJ at 4-7.
113
This discussion also addresses the Stars’ reply argument that “the Mavericks’
redemption rights—to the extent they exist—derive entirely from the City of Dallas’s
contractual position, not from an independent right of the Mavericks possess.” Res
Judicata Reply at 1.

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iii. The Stars’ Relocation Event was a condition subsequent that
triggered the Mavericks’ redemption right.

[¶ 128] The Stars argued that “the Mavericks’ redemption rights—to

the extent they exist—derive entirely from the City of Dallas’s contractual

position, not from any independent right the Mavericks possess.”114 The court

disagrees because the Stars’ breach of their Location Commitment promise to

Dallas triggered a condition subsequent in their separate Agreements with the

Mavericks, thereby triggering the Mavericks’ redemption rights.

[¶ 129] A condition subsequent is an event empowering a party to

terminate a counter-party’s relationship without cause:

A condition subsequent is “a condition referring to a future
event, upon the happening of which the obligation becomes no
longer binding upon the other party, if he chooses to avail himself
of the condition.” E.g., Rincones v. Windberg, 705 S.W.2d 846,
848 (Tex. App.—Austin 1986, no writ) (citation omitted); cf.
Restatement (Second) of Contracts § 224 cmt. e (Am. Law Inst.
1981). A condition subsequent excuses an already binding
agreement. Rincones, 705 S.W.2d at 848.

Community Health Sys. Prof. Svcs. Corp. v. Hansen, 525 S.W.3d 671, 683 (Tex.

2017) (emphasis added).

[¶ 130] Stated differently, a condition subsequent is:

114
Res Judicata Reply at 1; see also at 12-13.

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A condition that, if it occurs, will bring something else to an end;
an event the existence of which, by agreement of the parties,
discharges a duty of performance that has arisen.

Condition subsequent, BLACK’S LAW DICTIONARY (12th ed. 2024).

[¶ 131] Here, the COC and Center GP Agreements’ Relocation Event

clauses made the Stars’ (post-confirmation) breach of their Location

Commitment promise to Dallas an event that allowed the Mavericks to

terminate the Stars’ relationships under both contracts (including the right to

designate Center GP managers) if it so chose.115 Community Health, 525

S.W.3d at 683; Dallas Sports, 2026 Tex. Bus. 15, ¶s 46-69, 159-162.

iv. Post-Bankruptcy Conduct

[¶ 132] The Stars’ argued that the Mavericks base their redemption

claim on the Stars’ 2003, pre-bankruptcy move to Frisco.116 They specifically

cited paragraphs one and two of the Mavericks’ pleadings for the premise that

“the Mavericks pleaded that their right to redeem arises from the 2003 move

to Frisco by the Stars.” 117

115
Stars’ MSJ App. Vol. 1 at 77, 155-56.
116
Stars’ Res Judicata MSJ at 1, 9, 17, 19.
117
Stars’ Res Judicata MSJ at 17.

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[¶ 133] But the court has not found any such allegation in the

Mavericks’ original or first amended petitions. More specifically, the court has

not found “2003” mentioned in either petition.

[¶ 134] On the other hand, the Mavericks pled that it is the Stars’

failure to maintain the Team’s corporate and executive offices in the City of

Dallas that supports their redemption right:

The COC Partnership Agreement and Center GP Agreement
provide that in the event of a Stars Relocation Event, the
Mavericks may cause COC Partnership and Center GP to
purchase and redeem the Stars’ entire ownership interest in the
COC Partnership and Center GP. A “Relocation Event” includes
the Stars’ failure to maintain the City of Dallas as its “principal
corporate and executive offices.” See [COC and Center GP
Agreements §§ 4.8 and 4.5.] The Mavericks request that the
Court declare (a) a “Relocation Event” under the Arena
Agreements has occurred, (b) the Mavericks are “Remaining
Partners” under the COC Partnership Agreement and the
“Remaining Members” under the Center GP Agreement, (c) the
Stars are “Relocation Partners” under the COC Partnership
Agreement and the Stars are “Relocation Members” under the
Center GP Agreement, and (d) the Mavericks therefore have the
contractual right to cause the COC Partnership and Center GP to
purchase and redeem the Stars’ interests in COC Partnership and
Center GP. 118

[¶ 135] Here, the Stars’ 2011 bankruptcy gave the new owners a fresh

start, but—by assuming and accepting the Location Commitments’ promises

118
Mavericks’ First Amended Petition at 29, ¶ 71;Mavericks’ OP ¶ 70.

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to Dallas and the Relocation Events’ conditions subsequent—they still had to

maintain their Team’s principal corporate and executive office in the City of

Dallas until their Location Commitment expired in 2031 or risk losing their

interests in COC and Center GP and their rights under those Agreements.

[¶ 136] So, regardless of any forgiveness the 2011 bankruptcy had on

the Mavericks’ ability to cause the redemptions based on pre-bankruptcy

breaches, the Stars’ post-bankruptcy Location Commitment breach permitted

the Mavericks to pursue their Relocation Event derived redemption rights.

[¶ 137] TransAmerican Natural Gas Corp. v. Finkelstein illustrates this

point. The plaintiff’s contracts with debtor TransAmerican were created

before TransAmerican’s 1987 Chapter 11 confirmed reorganization plan but

the plaintiff’s claims concerned royalties earned after the confirmation date.

The court rejected TransAmerican’s res judicata defense because the

plaintiff’s claim concerned gas produced and sold after the plan’s confirmation

date. 933 S.W.2d 591, 596 (Tex. App.—4th Dist. 1996, writ denied).

[¶ 138] Likewise, at a minimum, the Mavericks’ declaratory judgment

cause of action arose from the Stars’ post-2011 plan confirmation failure to

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maintain their Team’s principal corporate and executive offices in the City of

Dallas from that point forward as their franchise agreement required.119

v. The Stars’ Cases

[¶ 139] The Stars’ cases do not require a different result. For example,

In re Cellnet involved a creditor’s attempt to recover from a bankruptcy

assignee based on the prior debtor’s pre-bankruptcy contract breaches. The

court concluded that the confirmation order barred the creditor’s claims

because those claims were tied to breaches that were fixed in time to points

preceding the bankruptcy instead of post-bankruptcy breaches. 313 B.R. at

608-11. That is not so here where the Stars had post-bankruptcy performance

duties toward Dallas that the Stars breached and those breaches triggered

conditions subsequent under different contracts with different parties.

[¶ 140] Similarly, in In re Arriva, the court held that an order regarding

a confirmed and effective plan barred claims based on pre-confirmation

defaults. 456 B.R. at 424-25.

[¶ 141] Likewise, in In re Ali, the court held that a ground lessor that

did not object to a confirmed plan’s six-year payout plan for unpaid property

119
Additionally, the COC and Center Agreements’ non-waiver clauses arguably preserved
the Mavericks’ ability to pursue their declaratory judgment cause of action. See Dallas
Sports, 2026 Tex. Bus. 15, ¶s 110-143, 176-204.

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taxes could not complain that the plan improperly treated the debtor’s duty to

promptly pay pre-plan property taxes. 334 B.R. at 459-61. However, that

court recognized the debtor’s continuing post-confirmation duty to abide by

the payout plan and the debtor’s consequence should it breach that duty. Id.

Thus, In re Ali supports the Mavericks’ right to invoke the Stars’ post-

confirmation conduct to invoke the Mavericks’ redemption rights.

[¶ 142] Finally, the Stars’ reply relied on Huck ex. Rel. Sea Air Shuttle

Corp. v. Dawson, 106 F.3d 45 (3d Cir.), cert denied 520 U.S. 1276 (1997).

Huck involved a disappointed shareholder’s effort to get a second chance at a

claim his company lost on the merits by arguing that additional damages were

incurred after the first suit, based on acts that occurred before the first suit,

constituted a new cause of action. The Third Circuit affirmed the district

court’s dismissal of that claim on res judicata grounds. Id. at 49-51.

[¶ 143] In that case, a sea plane operator complained about a

governmental agency’s denial of the operator’s proposal to operate airplane

ramps. In the first suit, the operator alleged that the agency’s rejection of his

proposal violated several laws. The operator lost that suit.

[¶ 144] In the second suit, a shareholder asserted the same claims

based on the same facts. The district court dismissed that case, finding that

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the shareholder’s claims “arose out of the same transaction and events that

gave rise to the earlier lawsuit, and that the same had been earlier

adjudicated.” Id. at 46. In affirming that judgment, the Third Circuit rejected

the shareholder’s argument that the agency’s continued refusals to grant the

operator permission to use the sea ramps were new violations that negated the

first trial’s res judicata effects because, among other reasons, “the denial of

the access to the sea ramps[] is precisely the same conduct challenged in the

earlier suit.” Id. at 49. But that is not the pattern in the present case where

(i) the post-bankruptcy Stars’ owners affirmatively assumed the continuing,

future obligation to the City of Dallas to maintain the Team’s principal

corporate and executive office in the city of Dallas for the next twenty years

following the plan confirmation.

[¶ 145] In short, the 2011 bankruptcy gave the Stars a fresh

opportunity to comply with that post-bankruptcy obligation and they ignored

that opportunity. Their decision not to move to Dallas post-bankruptcy

created a new breach—based on their newly accepted and assumed duty to do

so—and triggered a Relocation Event giving the Mavericks their post-

bankruptcy ability to exercise their redemption rights.

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vi. The Stars did not preserve their alleged res judicata defense.

[¶ 146] A party fails to preserve an affirmative defense by not asserting

it in response to a summary judgment motion regarding a cause of action to

which the defense might apply. TEX. R. CIV. P. 166a(c)); McConnell, 858

S.W.2d at 343; Clear Creek Basin Auth., 589 S.W.2d at 678-79.

[¶ 147] The Mavericks’ December 19, 2025, Motion for Partial

Summary Judgment Granting Requested Declaratory Relief (Mavericks’ DJ

Motion) put at issue the entirety of their requested declaratory relief based on

their premise that the Stars breached their Location Commitment to Dallas

thereby triggering the Mavericks’ COC and Center GP Agreements’

Relocation Event redemption rights. 120

[¶ 148] Res judicata is an affirmative defense. TEX. R. CIV. P. 94. Thus,

the Stars had to assert it in response to the Mavericks’ DJ Motion. But it is

undisputed that they did not do that. 121 So, the Stars did not preserve their

ability to later raise that defense. See McConnell, 858 S.W.2d at 343; Clear

Mavericks’ DJ Motion at passim.
120

See DSE Hockey Club, L.P.’s Response to Plaintiffs’ Motion for Partial Summary
121

Judgment Granting Requested Declaratory Relief at passim (res judicata not raised); DSE
Hockey Club, L.P.’s Response in Opposition to Plaintiffs’ Motion for Partial Summary
Judgment Dismissing Certain Affirmative Defenses at passim (res judicata not raised).

-52-
Creek Basin Auth., 589 S.W.2d at 678-79; see also, Dallas Sports, 2026 Tex.

Bus. 15, ¶s 205-210 (laches not available because not pled or asserted).

IV. Remaining Grounds and Arguments

[¶ 149] The court considered and rejected any other grounds or

arguments the Stars raised. Conversely, that the court does not mention an

argument or ground the Mavericks asserted does not mean the court rejected

that argument or ground.

V. Conclusion

[¶ 150] Accordingly, the court’s May 6, 2026, orders concluded that (i)

the Mavericks’ method applied to DSELP too; (ii) dismissed the Stars’

declaratory judgment counterclaims; and (iii) rejected the Stars’ res judicata

defense.

SIGNED: June 3, 2026

BILL WHITEHILL
Judge of the Texas Business Court,
First Division

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