CAM Industrial Solutions v. Brown & Root Industrial Services, 2026 Tex. Bus. 56 (11th Div.) (mem. op.)

2026 Tex. Bus. 56
T HE B USINESS C OURT OF T EXAS
ELEVENTH DIVISION
CAM INDUSTRIAL SOLUTIONS
LLC; CAM PLANT SERVICES LLC,
Plaintiffs,
v.
BROWN & ROOT INDUSTRIAL
SERVICES, LLC; SIDNEY DALEY,
Defendants.
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Cause No. 26-BC11A-0024
══════════════════════════════════════════════════
MEMORANDUM OPINION AND ORDER GRANTING BROWN & ROOT’S
TRADITIONAL MOTION FOR SUMMARY JUDGMENT AND DENYING
SIDNEY DALEY’S TRADITIONAL MOTION FOR SUMMARY JUDGMENT
══════════════════════════════════════════════════
INTRODUCTION
¶ 1. 	In 	November 	2023, 	ExxonMobil 	decided 	to 	replace 	its 	longtime
maintenance contractor at its Baytown Complex. The outgoing contractor, CAM
Industrial Solutions LLC (together with CAM Plant Services LLC, “CAM”), alleges
that its competitor, Brown & Root Industrial Services, LLC (“Brown & Root”),
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
8/10/2026

MEMORANDUM OPINION AND ORDER, PAGE 2
obtained the work by recruiting CAM personnel and misusing CAM’s confidential
information.
¶ 2. 	CAM’s allegations center on Sidney Daley, its former Baytown site
manager. According to CAM, Daley used his wife’s cell phone while still employed
by CAM to secretly photograph CAM’s proprietary direct-to-pay (“DTP”) labor rate
sheets and to send the images to Brown & Root. CAM alleges that Brown & Root
incorporated those rates into its successful proposal to ExxonMobil. CAM alleges
Daley deleted the digital evidence and received a $100,000 payment from Brown &
Root. Daley now works for Brown & Root.
¶ 3. 	CAM has made these allegations before. In March 2024, it sued Brown
& Root and several individuals—but not Daley—in Chambers County district court.
After deposing Daley as a nonparty, CAM amended its petition to allege the same
theory it advances here—that Brown & Root knowingly participated in Daley’s
breach of fiduciary duty. At trial, CAM presented evidence of the rate-sheet
transmission and the $100,000 payment, and asked the court to submit jury
questions on Daley’s alleged breach and Brown & Root’s alleged participation. The
court declined on grounds that CAM had not joined Daley as a party. On the
questions that were submitted, the jury rejected CAM’s trade-secret claims, found
that Brown & Root had not interfered with the ExxonMobil contract, and concluded

MEMORANDUM OPINION AND ORDER, PAGE 3
that CAM’s former employees had not breached their fiduciary duties. One day
before the Chambers County court entered final judgment, CAM filed this action.
¶ 4. 	Now before this Court are two motions for summary judgment, one filed
by Brown & Root on April 27, 2026, and the other by Daley on June 12, 2026. Both
defendants contend that the Chambers County judgment precludes CAM’s claims,
though they stand on different footing. Brown & Root was a party to the earlier
action in which CAM pleaded substantially the same knowing-participation theory.
Claim preclusion therefore bars that claim. Daley, by contrast, was not a party to the
earlier action, and his motion does not conclusively establish privity with any party
to that action. Nor has he identified an issue essential to CAM’s claims against him
that was actually and necessarily decided against CAM in the earlier action.
¶ 5. 	The Court therefore GRANTS Brown & Root’s motion and DENIES
Daley’s motion.
BACKGROUND
A. 	The ExxonMobil contract and Daley’s move to Brown & Root.
¶ 6. 	For decades, CAM provided maintenance and turnaround work at
ExxonMobil’s Baytown Complex.1 In late 2023, as CAM was navigating a corporate
1 Pls.’ Pet. ¶ 17.

MEMORANDUM OPINION AND ORDER, PAGE 4
restructuring, Brown & Root sought to replace CAM as ExxonMobil’s primary
maintenance contractor.2
¶ 7. 	CAM alleges that Brown & Root succeeded by using confidential
pricing information supplied by Daley. According to CAM, Daley transmitted CAM’s
confidential rate sheets to Robert Collins at Brown & Root, who used those rates in
Brown & Root’s proposal to ExxonMobil.3 Daley later left CAM to join Brown & Root
and received a $100,000 bonus from his new employer.4
B. 	The Chambers County litigation.
¶ 8. 	In March 2024, CAM sued Brown & Root, Collins, Darrin Simpson, and
two other individuals in the 344th District Court of Chambers County.5 CAM did not
name Daley as a party.
¶ 9. 	On August 26, 2025, CAM deposed Daley as a nonparty.6 During the
deposition, CAM learned that Daley had transmitted its DTP rate sheets to Brown &
Root, received a $100,000 payment, and attempted to conceal evidence of the
transmissions.7 The following day, the Chambers County court extended the
discovery deadline to November 10, 2025.8 Discovery thus remained open for more
2 Id. ¶ 28.
3 Id. ¶¶ 28, 31.
4 Id. ¶¶ 33, 39.
5 Brown & Root (“B&R”) MSJ Ex. 7 (Pls.’ Original Pet.).
6 B&R MSJ Ex. 11 (Daley Dep. Tr.).
7 Id. at 135:17–137:6, 176:15–177:23; B&R MSJ Ex. 4 ¶ 63 (Pls.’ 3d Am. Pet.) (citing Daley Dep. Tr. at 147:8–
24); see also B&R MSJ Ex. 16 at 44:7–9 (Feb. 3, 2026 Trial Tr.) (playing video from Daley’s deposition).
8 B&R MSJ Ex. 15 (Agreed Am. Scheduling Order).

MEMORANDUM OPINION AND ORDER, PAGE 5
than ten weeks after Daley’s deposition. CAM continued taking discovery during
that period and, by its own account, learned additional facts concerning Brown &
Root’s involvement. On November 26, CAM amended its petition to allege that
Brown & Root knew of Daley’s fiduciary duties, paid him a $100,000 “bounty” to
breach those duties, and used CAM’s confidential wage data to displace CAM.9
Although those allegations centered on Daley’s conduct, CAM still did not join him
as a party. CAM acknowledges that no scheduling-order deadline prevented it from
doing so.10
¶ 10. 	The parties proceeded to a three-week jury trial in early 2026. Daley
was a central figure at trial. CAM discussed him in its opening statement and closing
argument, called him as witness, questioned other witnesses about his conduct, and
presented extensive evidence concerning the rate-sheet transmissions and the
$100,000 payment.11 At the charge conference, CAM requested jury questions on
whether Daley breached his fiduciary duty and whether Brown & Root knowingly
9 B&R MSJ Ex. 4 ¶¶ 109–12, 148.
10 MSJ Hr’g Tr. at 56:14–19; see also id. at 13:24–14:3; B&R MSJ Ex. 15.
11 B&R MSJ Ex. 16 at 55:7–23 (Jan. 28, 2026 opening), 29:21–31:14 (Feb. 3, 2026 direct testimony), 64:4–
65:19, 73:12–22 (Feb. 3, 2026 other witnesses’ testimony), 48:22–50:10, 64:17–66:19, 73:3–7 (Feb. 11,
2026 other witnesses’ testimony), 40:3–41:3, 65:18–66:2, 167:5–13 (Feb. 17, 2026 closing); B&R MSJ Ex.
18 (trial exhibit).

MEMORANDUM OPINION AND ORDER, PAGE 6
participated in that breach.12 The trial court declined to submit the questions for one
stated reason—CAM had not joined Daley as a party.13
¶ 11. 	The submitted charge asked whether CAM owned trade secrets in six
categories of information, including its DTP rates.14 The jury answered “No” to each
category.15 It also found that Brown & Root had not intentionally interfered with the
ExxonMobil contract and that neither Collins nor Simpson had breached fiduciary
duties owed to CAM’s predecessor, Worley Field Services.16 The jury answered
every submitted issue adversely to CAM.
C. 	This action and the Chambers County judgment.
¶ 12. 	On March 16, 2026, one day before the Chambers County court signed
its final judgment, CAM filed this action against Brown & Root and Daley. CAM
asserts claims for breach of contract and breach of fiduciary duty against Daley.
Against Brown & Root, CAM again asserts a single claim for knowing participation
in Daley’s alleged fiduciary breach—the same claim it pleaded in Chambers County.
¶ 13. 	The next day, the Chambers County court signed a final take-nothing
judgment against CAM.17 At the hearing on entry of judgment, the court stated that
12 B&R MSJ Ex. 17 at 20–21 (Pls.’ Am. Proposed Jury Charge); B&R MSJ Ex. 16 at 15:16–16:17 (Feb. 17,
2026 charging conference).
13 See B&R MSJ Ex. 16 at 15:16–16:17 (Feb. 17, 2026 charging conference); CAM’s Resp. to B&R MSJ Ex. 1
at 38:1–15 (Hr’g on Mot. to Enter J. Tr.).
14 B&R MSJ Ex. 1 at 5–6 ( jury verdict).
15 Id.
16 Id. at 11, 13–14.
17 B&R MSJ Ex. 2 (Final J.).

MEMORANDUM OPINION AND ORDER, PAGE 7
the judgment did not adjudicate Daley’s liability because Daley had not been sued.18
Brown & Root’s counsel agreed.19 The court expressly declined to decide what
preclusive effect the judgment might carry in future litigation, leaving that issue to
whichever court was later asked to decide it.20
LEGAL STANDARD
¶ 14. 	A movant for summary judgment bears the burden to show that no
genuine issue of material fact exists and that it is entitled to judgment as a matter of
law.21 When a defendant seeks summary judgment on an affirmative defense, it must
conclusively prove every element of that defense.22 In evaluating whether a fact
issue exists, a court takes as true all evidence favorable to the nonmovant, indulges
every reasonable inference in the nonmovant’s favor, and resolves any doubts
against the movant.23
ANALYSIS
A. 	Brown & Root’s Motion for Summary Judgment.
1. 	Claim preclusion and the “first final judgment” rule.
¶ 15. 	Claim preclusion, or res judicata, “prevents the relitigation of a claim
or cause of action that has been finally adjudicated, as well as related matters that,
18 CAM’s Resp. to B&R MSJ Ex. 1 at 35:10–36:5, 38:1–15.
19 Id. at41:5–9.
20 Id. at 35:10–36:5.
21 ConocoPhillips Co. v. Koopmann, 547 S.W.3d 858, 865 (Tex. 2018) (citing TEX . R. C IV. P. 166a(c)).
22 First Sabrepoint Cap. Mgmt., L.P. v. Farmland Partners Inc., 712 S.W.3d 75, 84 (Tex. 2025).
23 ConocoPhillips, 547 S.W.3d at 865.

MEMORANDUM OPINION AND ORDER, PAGE 8
with the use of diligence, should have been litigated in the prior suit.”24 The doctrine
serves the public policies of bringing litigation to an end, protecting parties from
repeated lawsuits, and conserving judicial resources.25
¶ 16. 	To establish claim preclusion, Brown & Root must prove: (1) a prior
final judgment on the merits by a court of competent jurisdiction; (2) identity of the
same parties or those in privity with them; and (3) a second action based on claims
raised or that could have been raised in the first action.26
¶ 17. 	CAM 	does 	not 	dispute 	that 	the 	Chambers 	County 	court 	had
jurisdiction, that its judgment was on the merits, or that CAM and Brown & Root
were parties to that action. It nevertheless resists the first element on one narrow
ground. According to CAM, the Chambers County judgment is not a “prior”
judgment because CAM filed this action one day before that judgment was signed.
In essence, that argument treats the filing date of the second action as the point at
which preclusion must be measured.
¶ 18. 	CAM’s fixation on the date of suit misses the mark. The date of filing is
certainly relevant to which court has dominant jurisdiction when parallel cases are
24 Barr v. Resol. Tr. Corp. ex rel. Sunbelt Fed. Sav., 837 S.W.2d 627, 628 (Tex. 1992); accord Hallco Tex., Inc.
v. McMullen Cnty., 221 S.W.3d 50, 58 (Tex. 2006).
25 Eagle Oil & Gas Co. v. TRO-X, L.P., 619 S.W.3d 699, 705 (Tex. 2021); Hallco, 221 S.W.3d at 58.
26 Eagle Oil & Gas Co., 619 S.W.3d at 705–06; Amstadt v. U.S. Brass Corp., 919 S.W.2d 644, 652 (Tex. 1996).

MEMORANDUM OPINION AND ORDER, PAGE 9
pending,27 but it is immaterial to which judgment carries preclusive effect. When
two actions proceed on parallel tracks, it is the first final judgment—not the first-
filed petition—that binds the parties in the other action.28 The Fifth Circuit, applying
Texas law, has stated the rule directly: “The first judgment, regardless of when the
suits were filed, is given preclusive effect.”29
¶ 19. 	This is fatal to CAM’s argument. The Chambers County action was filed
first and reached final judgment first. The judgment was signed on March 17, 2026,30
well before Brown & Root and Daley filed their motions for summary judgment in
this Court. In this setting, “prior” accurately describes the judgment’s relationship
to the motions in which preclusion is invoked; it does not require the judgment to
have been signed before the second lawsuit was filed.31
¶ 20. CAM offers no contrary authority. The best it can do is to cite two
federal court decisions that do not address this first-judgment rule. In Warren v.
Bank of America, N.A., a magistrate judge stated, while resolving a Rule 12(b)(6)
27 In re J.B. Hunt Transp., Inc., 492 S.W.3d 287, 294 (Tex. 2016) (“The general common law rule in Texas is
that the court in which suit is first filed acquires dominant jurisdiction to the exclusion of other coordinate
courts.”).
28 Mower v. Boyer, 811 S.W.2d 560, 563 (Tex. 1991) (applying collateral estoppel even when the probate
court’s final judgment was entered after suit in district court was filed); AVCO Corp. v. Interstate Sw., Ltd.,
145 S.W.3d 257, 264 n.9 (Tex. App.—Houston [14th Dist.] 2004, no pet.) (explaining that once one parallel
action reaches final judgment, preclusion principles require the other forum to respect it).
29 In re Hansler, 988 F.2d 35, 38 (5th Cir. 1993); see also Ellis v. Amex Life Ins. Co., 211 F.3d 935, 937 (5th
Cir. 2000) (when parallel actions involve the same claim, the judgment first rendered becomes conclusive in
the other action “regardless of which action was first brought” (quoting R ESTATEMENT (S ECOND ) OF
JUDGMENTS § 14) (1982)).
30 B&R MSJ Ex. 2.
31 Mower, 811 S.W.2d at 563; Hansler, 988 F.2d at 38.

MEMORANDUM OPINION AND ORDER, PAGE 10
motion, that claim preclusion did not apply because the plaintiff had filed the second
action four days before final judgment in the first.32 The court, however, did not
discuss Mower, Hansler, or the law governing final judgments entered during
parallel proceedings. Instead, it dismissed the second action on other grounds, only
to see the Fifth Circuit affirm on res judicata grounds—undercutting the very point
CAM draws from it.33 Similarly, the court in Morgan v. Texas Department of State
Health 	Services 	simply 	repeated 	Warren’s 	timing 	observation 	and 	then
independently concluded that the later action involved different claims because
some of the challenged conduct occurred after the first suit.34
¶ 21. 	Neither case, in short, considered the longstanding rule governing final
judgments entered in parallel actions. Mower, Hansler, and Ellis address that
question directly. Each holds that it is the order of judgment—not the order of
filing—that is controlling for preclusion purposes.
2. 	CAM’s knowing-participation claim arises from the same transaction.
¶ 22. Texas applies a 	transactional 	test to 	the third 	element 	of 	claim
preclusion—whether the later action involves a claim that was or could have been
32 No. 3:13-CV-1135-M, 2013 WL 8177096, at *5 (N.D. Tex. Nov. 15, 2013), adopted by, 2014 WL 1315855
(N.D. Tex. Mar. 27, 2014).
33 See Warren v. Mortg. Elec. Registration Sys., Inc., 616 Fed. Appx. 735, 736 (5th Cir. July 2, 2015) (per
curiam) (describing the summary affirmance, on res judicata grounds, in Warren II, No. 14-10540).
34 No. 3:17-CV-0897-M-BH, 2017 WL 5956822, at *4 (N.D. Tex. Nov. 2, 2017), adopted by, No. 3:17-CV-
0897-D, 2017 WL 5901025 (N.D. Tex. Nov. 30, 2017).

MEMORANDUM OPINION AND ORDER, PAGE 11
raised in the earlier action.35 Under this approach, the subject matter of a lawsuit is
defined by the factual matters that make up the gist of the complaint, not the legal
theories asserted.36 Claims arise from the same transaction when the facts are
related in time, space, origin, or motivation and form a convenient trial unit.37 “Any
claim that arises out of those facts should be litigated in the same lawsuit.”38
¶ 23. The two actions filed by CAM are not merely related; their operative
facts are the same. Both petitions identify the same fiduciary relationship, the same
transmission of DTP rates, the same $100,000 payment, the same Brown & Root
proposal, the same ExxonMobil work, and the same alleged injury. The allegations
are nearly verbatim:
Chambers County 3rd Amended
Petition39 	Petition in This Action
¶ 109: “Brown & Root was similarly aware
of 	CAM 	Site 	Manager 	Sid 	Daley’s
fiduciary duties to CAM and knowingly
participated in Daley’s breach of those
duties when Brown & Root solicited Daley
to leave CAM to work for Brown & Root in
exchange for a $100,000 bonus.”
¶ 52: “Brown & Root was aware of
Defendant Daley’s fiduciary duty to
CAM and knowingly participated in
Daley’s breach of his duty when it
enticed Daley to leave CAM to work
for Brown & Root by offering him a
$100,000 bonus.”
¶ 110: “Brown & Root also knew Daley
was in possession of CAM’s confidential
information and trade secrets developed
over the decades during which CAM had
¶ 54: “Brown & Root also knew Daley
was 	in 	possession 	of 	CAM’s
confidential 	information 	developed
over decades during which CAM had
35 Barr, 837 S.W.2d at 630–31.
36 Id. (explaining that, under the transaction test, a court must examine the factual matters that form the gist
of the complaint, not the labels attached to the causes of action); Zurita v. Lombana, 322 S.W.3d 463, 474–
77 (Tex. App.—Houston [14th Dist.] 2010, pet. denied) (same).
37 Barr, 837 S.W.2d at 631.
38 Zurita, 322 S.W.3d at 474; see also Barr, 837 S.W.2d at 630–31.
39 B&R MSJ Ex. 4.

MEMORANDUM OPINION AND ORDER, PAGE 12
provided M&T Services at the Baytown
Complex 	and 	Mont 	Belvieu 	Plant.
Defendants have used that confidential
knowledge 	and 	those 	trade 	secrets 	to
perform the M&T Services for Exxon after
displacing 	CAM’s 	agreements 	with
Exxon.”
provided 	M&T 	Services 	at 	the
Baytown 	Complex. 	Defendants
unlawfully 	used 	that 	confidential
information 	to 	perform 	the 	M&T
Services for Exxon after displacing
CAM’s scope of work with Exxon.”
¶ 	111: 	“Brown 	& 	Root 	similarly
participated 	in 	Daley’s 	breach 	of 	his
fiduciary duty to CAM when Defendant
Collins 	induced 	Daley 	to 	send 	Collins
information 	regarding 	CAM’s 	direct-to-
pay 	rates 	for 	use 	in 	Brown 	& 	Root’s
unsolicited bid to Exxon for maintenance
and 	turnaround 	services 	at 	Exxon’s
Baytown 	Complex 	and 	Mont 	Belvieu
Plant.”
¶ 53: “Brown & Root also participated
in Daley’s breach of his fiduciary duty
to CAM when Brown & Root employee
Robert Collins induced Daley to send
him CAM’s DTP rates for Brown &
Root’s use in preparing an unsolicited
bid to Exxon for M&T Services at
Exxon’s Baytown Complex.”
¶ 	112: 	“Brown 	& 	Root’s 	knowing
participation 	in 	the 	Individual
Defendants’ 	and 	Daley’s 	breaches 	of
fiduciary duty have (1) proximately caused
injury to Plaintiffs, and (2) resulted in a
benefit to the Defendants.”
¶ 	55: 	“Brown 	& 	Root’s 	knowing
participation 	in 	Daley’s 	breach 	of
fiduciary 	duty 	has 	(1) 	proximately
caused 	injury 	to 	CAM, 	and 	(2)
resulted in a benefit to Defendants.”
¶ 24. The overlap extends beyond the pleadings. At trial, CAM introduced
evidence of the rate-sheet transmission and the $100,000 payment, argued that the
payment was compensation for CAM’s confidential information, and requested
questions concerning Daley’s breach and Brown & Root’s knowing participation.
The Chambers County court declined to submit the questions only because CAM had
not joined Daley. CAM’s failure to obtain a finding on knowing participation
therefore did not result from a lack of notice or opportunity. It resulted from CAM’s

MEMORANDUM OPINION AND ORDER, PAGE 13
strategic decision to proceed to trial without the person whose breach supplied the
predicate for that claim.
¶ 25. CAM nevertheless insists that the Chambers County judgment cannot
be preclusive because the knowing-participation claim was not “finally determined.”
That argument conflates issue preclusion with claim preclusion.40 Issue preclusion
requires that a particular issue have been actually litigated and decided.41 Claim
preclusion extends further, barring claims arising from the same transaction that,
with reasonable diligence, could have been litigated in the earlier action.42 The
absence of a jury finding may therefore matter to issue preclusion, but it does not
answer Brown & Root’s claim-preclusion defense.
¶ 26. The record establishes that CAM had a reasonable opportunity to
litigate the claim in Chambers County. In determining whether a claim could have
been raised through reasonable diligence, Texas courts consider what discovery
revealed.43 Ample notice was provided here. When CAM deposed Daley on August
26, 2025, it learned the central facts underlying its knowing-participation theory:
Daley’s transmission of the DTP rates; Brown & Root’s receipt of that information;
40 See Barr, 837 S.W.2d at 628 n.2 (criticizing the same conflation).
41 Sysco Food Servs., Inc. v. Trapnell, 890 S.W.2d 796, 801 (Tex. 1994); Van Dyke v. Boswell, O’Toole, Davis
& Pickering, 697 S.W.2d 381, 384 (Tex. 1985).
42 Barr, 837 S.W.2d at 628 & n.2, 631; Amstadt, 919 S.W.2d at 652.
43 Jonalstem, Ltd. v. Corpus Christi Nat’l Bank, N.A., 923 S.W.2d 701, 704 (Tex. App.—Corpus Christ 1996,
writ denied) (“Discovery should put a claimant on notice of any need for alternative pleading . . . .”).

MEMORANDUM OPINION AND ORDER, PAGE 14
and the $100,000 payment. Those facts alerted CAM both to its claim against Brown
& Root and to the predicate breach by Daley. Discovery then remained open until
November 10—more than ten weeks later—and CAM continued investigating Brown
& Root’s involvement during that period.44 By late November, CAM knew enough to
amend its petition and plead in detail that Brown & Root had knowingly participated
in Daley’s alleged breach. It nevertheless did not join Daley.45
¶ 27. The record also identifies no procedural obstacle preventing CAM from
doing so. CAM acknowledges that the scheduling order imposed no deadline for
joining additional parties. Nor is this a circumstance in which CAM tried to add
Daley and the trial court refused. CAM never filed an amended petition naming
Daley, never sought leave to add him, and never requested a trial continuance for
that purpose. Texas courts have applied claim preclusion in less straightforward
circumstances, including when an attempted amendment was struck as untimely,
when related claims had been voluntarily nonsuited, and when such claims had
44 See B&R MSJ Ex. 15.
45 At the summary-judgment hearing, CAM stated it did not locate Daley’s 2010 confidentiality agreement
until shortly before the Chambers County trial and intimated that it might have joined him earlier had Brown
& Root produced the agreement. The record does not support shifting responsibility for that delay to Brown
& Root. Daley entered the agreement with Jacobs Engineering Group Inc., CAM’s predecessor-in-interest,
MSJ Hr.g Tr. at 22:21–23:3, and the agreement was therefore within CAM’s own possession, custody, or
control. The record also reflects that CAM—not Brown & Root—produced the agreement in the Chambers
County action. Id. at 61:9–17. More fundamentally, the agreement was not a prerequisite to the claim at issue
here, which alleges that Brown & Root knowingly participated in Daley’s breach of fiduciary duty. By August
2025, CAM knew the facts underlying that theory.

MEMORANDUM OPINION AND ORDER, PAGE 15
previously been dismissed.46 Because CAM knew the facts underlying its theory, had
time to investigate them, and faced no evident barrier to joining Daley, its knowing-
participation claim was one that, with reasonable diligence, could have been
resolved in Chambers County.
3. 	The Chambers County court did not reserve CAM’s claim against
Brown & Root.
¶ 28. Finally, CAM argues that the Chambers County court reserved CAM’s
right to pursue the knowing-participation claim in a second action. The record shows
no such reservation, however.
¶ 29. It is true that a court may avoid claim preclusion by expressly reserving
a party’s right to maintain a later action.47 But the reservation must be express, and
the Chambers County court made no such reservation here. Read in context, the
judge’s comments addressed a narrower point: the judgment would not adjudicate
Daley’s liability because Daley was not a party.48 When the discussion turned to the
judgment’s preclusive effect, the judge declined to decide the question and left it to
46 See Zurita, 322 S.W.3d at 475–77 (holding later claims barred even though the litigant had attempted to
assert related claims and add parties in the first action, but the amendment was struck as untimely); Weiman
v. Addicks–Fairbanks Road Sand Co., 846 S.W.2d 414, 421 (Tex. App.—Houston [14th Dist.] 1992, writ
denied) (holding that claims voluntarily nonsuited in the first action were barred when they should have been
asserted there as compulsory counterclaims); Williams v. Nat’l Mortg. Co., 903 S.W.2d 398, 403–04 (Tex.
App.—Dallas 1995, writ denied) (holding that claims dismissed from the first action had to be reasserted
there and could not be pursued in a second suit).
47 See Swiss Ave. Bank v. Slivka, 724 S.W.2d 394, 397 (Tex. App.—Dallas 1986, no writ) (“Res judicata will
not operate to bar an action where, in the first action, the court expressly refused to decide the issue or
expressly reserved the right to maintain the second action.”).
48 CAM’s Resp. to B&R MSJ Ex. 1 at 35:10–36:5; 38:1–15.

MEMORANDUM OPINION AND ORDER, PAGE 16
the court in which the issue was later raised.49 Declining to determine a judgment’s
preclusive effect is not the same as reserving a claim for future litigation.
¶ 30. The written judgment also confirms that no claim against Brown &
Root was reserved.50 It directs that CAM take nothing from Brown & Root and denies
all relief not expressly granted.51 It does not exclude the knowing-participation
claim, mention this action, or authorize CAM to pursue the claim elsewhere. The
oral comments are consistent 	with that 	judgment—Daley’s 	liability was 	not
adjudicated because he was not a party, while CAM’s claims against Brown & Root
were resolved by a final take-nothing judgment.
¶ 31. 	Brown & Root’s counsel did not take a contrary position at the hearing.
Counsel agreed only that the judgment did not dispose of Daley.52 Brown & Root
now maintains that the judgment precludes CAM from again suing Brown & Root on
a claim arising from the same transaction. The two positions are entirely consistent.
Daley was not a party and is not bound by the judgment, while Brown & Root was a
party and has a binding final judgment in its favor.
¶ 32. Judicial estoppel therefore does not apply.53 That doctrine prevents a
party that successfully maintained one position in an earlier proceeding from later
49 CAM’s Resp. to B&R MSJ Ex. 1 at 35:10–36:5.
50 B&R MSJ Ex. 2.
51 Id.
52 CAM’s Resp. to B&R MSJ Ex. 1 at 41:5–9.
53 See Spera v. Fleming, Hovenkamp & Grayson, P.C., 25 S.W.3d 863, 871 (Tex. App.—Houston [14th Dist.]
2000, no pet.).

MEMORANDUM OPINION AND ORDER, PAGE 17
adopting a clearly inconsistent position to obtain an unfair advantage.54 Brown &
Root has taken no inconsistent position.
¶ 33. Because Brown & Root has conclusively established each element of
res judicata, its Motion is GRANTED on that ground. The Court does not reach
Brown & Root’s alternative argument for issue preclusion.
B. 	Daley’s Motion for Summary Judgment
¶ 34. Daley also invokes the Chambers County judgment as a basis for
summary judgment. But unlike Brown & Root, Daley was not a party to that case.
His claim-preclusion defense therefore depends on whether he has conclusively
established privity with one of the Chambers County defendants.
1. 	Daley has not conclusively established privity for claim preclusion.
¶ 35. A judgment ordinarily binds only the parties to an action and those in
privity with them.55 Although Texas law does not prescribe a one-size-fits-all
definition of privity, the central inquiry is whether the relationship between the party
and the nonparty was sufficiently close that the party represented the same legal
right.56 Texas decisions generally find such a connection when (i) the nonparty
controlled the earlier action, (ii) the nonparty’s interests were fully represented by a
54 Ferguson v. Bldg. Materials Corp. of Am., 295 S.W.3d 642, 643 (Tex. 2009) (per curiam).
55 Amstadt, 919 S.W.2d at 652.
56 Getty Oil Co. v. Ins. Co. of N. Am., 845 S.W.2d 794, 800–01 (Tex. 1992) (“There is no general definition of
privity that can be automatically applied in all res judicata cases; the circumstances of each case must be
examined.”).

MEMORANDUM OPINION AND ORDER, PAGE 18
party, or (iii) the nonparty is a successor-in-interest to a party.57 A shared interest in
the facts or the outcome, without more, is not enough.58
¶ 36. Daley has not established any of those traditional bases for privity.
Nothing in the record shows that Daley directed the Chambers County litigation,
selected counsel, funded the defense, determined litigation strategy, or otherwise
possessed a right to control the case. Nor does Daley claim to have succeeded to the
legal interests of Brown & Root, Collins, Simpson, or any other Chambers County
defendant.
¶ 37. 	The 	record 	likewise 	does 	not 	conclusively 	establish 	adequate
representation. From what the Court can tell, Brown & Root defended its own
corporate conduct. Collins and Simpson likewise defended their own actions and
whether they had breached duties personally owed to Worley Field Services. No
defendant was called upon to defend a claim arising from Daley’s obligations under
his 2010 confidentiality agreement or his personal fiduciary duties to CAM. The
most that can be said is that the defendants in Chambers County shared a common
interest in defeating CAM’s claims, but this did not require them to represent
Daley’s distinct legal interests.
57 Amstadt, 919 S.W.2d at 653.
58 See RenewData Corp. v. eMag Sols., LLC, No. 03-05-00509-CV, 2009 WL 1255583, at *3–5 (Tex. App.—
Austin May 6, 2009, pet. denied) (mem. op.) (holding that parties accused of misconduct in second suit were
not in privity with defendants in first suit, despite facing similar allegations based on common facts).

MEMORANDUM OPINION AND ORDER, PAGE 19
¶ 38. Daley’s co-conspirator theory does not fill the gap. The authorities he
cites do not create a categorical rule that every person whose conduct relates to an
alleged conspiracy is in privity with the named defendants.59 Rather, they turn on
whether the first action placed the same conspiracy at issue and whether a party in
that action represented the later defendant’s interest in disproving it.60 Here, the
Chambers County conspiracy claim identified the alleged conspirators as “the
Chambers Defendants”—Brown & Root, Collins, and Simpson—not Daley.61 	The
allegations describe Daley as the object of the alleged scheme—the person Brown &
Root allegedly recruited and paid—not as an alleged co-conspirator. They do not
conclusively establish that CAM pleaded Daley as a member of the conspiracy or
that any Chambers County defendant undertook to represent his personal interests.
¶ 39. Daley also relies on his employment or compensation arrangement with
Brown & Root. But a contractual relationship, standing alone, does not establish
privity for claim-preclusion purposes. The relationship must connect the party and
nonparty with respect to the legal interest adjudicated in the first action. Nothing
about the $100,000 payment made Brown & Root the representative of Daley’s
interest in whether he breached his confidentiality agreement or fiduciary duties, nor
59 Daley MSJ 24–25 (citing Soon Phat, L.P. v. Alvarado, 396 S.W.3d 78, 102–03 (Tex. App.—Houston [14th
Dist.] 2013, pet. denied), Lone Star Partners v. NationsBank Corp., 893 S.W.2d 593, 598–99 (Tex. App.—
Texarkana 1994, no writ), Jonalstem, 923 S.W.2d at 705); see RenewData, 2009 WL 1255583, at *4–5.
60 See Jonalstem, 923 S.W.2d at 705.
61 B&R MSJ Ex. 4 ¶ 157.

MEMORANDUM OPINION AND ORDER, PAGE 20
did it make Daley a successor to any legal interest held by Brown & Root. The case
he cites, FFGGP, Inc., as Trustee of Windward Trace 9131 Land Trust v. MTGLQ
Investors, 	LP, 	involved 	successor-in-interest 	property 	rights 	in 	a 	foreclosure
dispute.62 The record here contains no comparable succession of legal rights.
¶ 40. Finally, Daley’s reliance on Lone Star Partners v. NationsBank Corp. is
misplaced.63 There, the subsequent claim sought to impose liability on a principal
based entirely on conduct by an agent that had already been resolved in the agent’s
favor. The principal’s alleged liability was therefore derivative of the agent’s. Here,
Brown & Root defended claims based on its own conduct, while CAM’s claims
against Daley turn on his own personal obligations under a confidentiality agreement
and his own alleged fiduciary duties. The two sets of claims arise from related events,
but Daley’s liability is not derivative of Brown & Root’s in the sense addressed in
Lone Star Partners.
¶ 41. 	To be sure, there is no denying that Daley had a rooting interest in the
outcome of the Chambers County case, or that he shared some factual overlap with
the defendants there. However, “the mere fact that persons may happen to be
interested in the same question or in proving the same state of facts” does not
establish 	privity.64 	Because 	Daley 	has 	not 	conclusively 	established 	control,
62 646 S.W.3d 30 (Tex. App.—San Antonio 2022, no pet.).
63 893 S.W.2d at 598–99.
64 Benson v. Wanda Petroleum Co., 468 S.W.2d 361, 363 (Tex. 1971).

MEMORANDUM OPINION AND ORDER, PAGE 21
adequate representation, succession to a legal interest, or another basis for privity,
claim preclusion does not apply.
2. 	Issue preclusion does not apply because the jury did not necessarily
decide an issue that defeats CAM’s claims against Daley.
¶ 42. Unlike claim preclusion, issue preclusion may be asserted defensively
by a nonparty to an earlier action against a party who participated in that earlier
action.65 The doctrine applies, however, only when the first action actually and
necessarily decided an issue identical to one presented in the second action.66 An
issue is actually litigated when it was properly raised, submitted for determination,
and determined.67 Thus, the question is not whether the Chambers County jury
heard evidence concerning Daley. It is whether the jury necessarily decided a
specific issue that defeats CAM’s claims against him.
¶ 43. The jury’s trade-secret findings do not satisfy that requirement. The
jury found that CAM did not own a trade secret in DTP rates,68 but that finding does
not address whether those rates were confidential under Daley’s contractual or
fiduciary obligations. Statutory trade-secret protection depends on requirements
specific to trade-secret law, including whether the information derived independent
economic value from not being generally known and whether its owner took
65 See Sysco Food Servs., 890 S.W.2d at 801–02.
66 Id.; Van Dyke, 697 S.W.2d at 384.
67 See Van Dyke, 697 S.W.2d at 384.
68 B&R MSJ Ex. 1 at 5.

MEMORANDUM OPINION AND ORDER, PAGE 22
reasonable measures to preserve its secrecy.69 CAM’s claims against Daley present
different questions: whether the information fell within his contractual or fiduciary
obligations and whether his alleged disclosure violated those obligations. As this
Court held in Unimacts Global, LLC v. Ayr Energy Inc., a misuse of confidential
information may support a fiduciary-duty claim even when the information does not
qualify as a statutory trade secret.70
¶ 44. The jury also did not decide whether Daley owed or breached duties to
CAM. Question 6 asked only whether Collins and Simpson complied with duties
they owed to Worley Field Services.71 It did not ask about Daley, his duties, or his
conduct. The trial court’s refusal to submit a question concerning Daley confirms
that his potential liability was not actually determined.
¶ 45. The jury’s answer on CAM’s tortious-interference claim against Brown
& Root likewise does not resolve Daley’s liability. Question 4 asked whether Brown
& 	Root 	desired 	to 	interfere 	with 	CAM’s 	ExxonMobil 	contract 	or 	believed
interference was substantially certain to result.72 That finding concerned Brown &
Root’s state of mind, not Daley’s conduct. CAM’s claims against Daley require no
showing that Brown & Root intended to interfere with anything. They turn instead
69 TEX . C IV. P RAC . & R EM. C ODE § 134A.002(6); FMC Techs., Inc. v. Murphy, 679 S.W.3d 788, 809–10 (Tex.
App.—Houston [1st Dist.] 2023, pet. denied).
70 2026 Tex. Bus. 31, ¶¶ 7–9, 2025 WL 4737015, at *1–2 (11th Div.) (mem. op.).
71 B&R MSJ Ex. 1 at 13–14.
72 Id. at 11.

MEMORANDUM OPINION AND ORDER, PAGE 23
on whether Daley owed contractual or fiduciary obligations to CAM, whether his
alleged disclosure of CAM’s information breached those obligations, and whether
the breach caused CAM damages.
¶ 46. Daley has therefore failed to identify an issue identical to one presented
here that was actually and necessarily decided in Chambers County. The jury’s
findings may relate to some of the same events, but none conclusively defeats CAM’s
breach-of-contract or breach-of-fiduciary-duty claims against Daley.
¶ 47. His motion is therefore DENIED.
CONCLUSION AND ORDER
¶ 48. The 	Chambers 	County 	judgment 	precludes 	CAM’s 	knowing-
participation claim against Brown & Root. CAM asserted the same claim against the
same 	defendant 	based 	on 	the 	same 	operative 	facts. 	CAM 	cannot 	avoid 	the
judgment’s preclusive effect by filing this action one day before that judgment was
signed. Nor does the absence of a jury finding on knowing participation prevent claim
preclusion, which extends to claims arising from the same transaction that, with
reasonable diligence, could have been resolved in the earlier action.
¶ 49. The Chambers County judgment does not, however, entitle Daley to
summary judgment on this record. Daley was not a party to the earlier action, and
he has not conclusively established that any party represented his legal rights. He

MEMORANDUM OPINION AND ORDER, PAGE 24
also has not identified an issue material to his liability that the Chambers County
jury actually and necessarily decided against CAM.
¶ 50. IT 	IS 	THEREFORE 	ORDERED 	that 	Defendant 	Brown 	& 	Root
Industrial Services, LLC’s Traditional Motion for Summary Judgment is GRANTED
on the ground of claim preclusion. Plaintiffs shall take nothing on their claim that
Brown & Root knowingly participated in Sidney Daley’s alleged breach of fiduciary
duty.
¶ 51. 	IT 	IS 	FURTHER 	ORDERED 	that 	Defendant 	Sidney 	Daley’s
Traditional Motion for Summary Judgment is DENIED.
¶ 52. CAM’s 	claims 	against 	Daley 	remain 	pending. 	Accordingly, 	this
Memorandum Opinion and Order does not dispose of all claims and parties and is
not a final judgment.
IT IS SO ORDERED.
BRIAN STAGNER
Judge of the Texas Business Court,
Eighth Division, sitting by assignment
in the Eleventh Division
SIGNED: August 10, 2026