Crain v. Northern

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
12/17/2025
2025 Tex. Bus. 49

THE BUSINESS COURT OF TEXAS
EIGHTH DIVISION

MICHAEL D. CRAIN, Individually and
§
Derivatively on Behalf of NORTHERN
§
CRAIN REALTY, LLC, NORTHERN §
CRAIN PROPERTY MANAGEMENT, §
LLC, and NORTHERN CRAIN, LLC §
§
Plaintiff, § Cause No. 25-BC08A-0014
v. §
§
WILLIAM “WILL” NORTHERN and §
TYLER GOLDTHWAITE, §
§
Defendants. §
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OPINION AND ORDER
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Syllabus *

This opinion addresses the ability of the Court to adjudicate legal malpractice and
fractured malpractice-based claims arising out of an alleged attorney-client relationship
involving an attorney, two business associates, and multiple business entities. The Court
declines to consider whether an attorney-client relationship existed between the attorney and
business entities but does address whether it has subject-matter jurisdiction to hear claims
emanating from the alleged relationship. The Court concludes the legal malpractice and
fractured malpractice-based claims are improperly before it and, accordingly, dismisses all
claims against the attorney-Defendant without prejudice.

*
The syllabus was created by court staff and is provided for the convenience of the reader. It is not
part of the Court’s opinion, does not constitute the Court’s official description or statement, and should not
be relied upon as legal authority.
OPINION

¶1 On December 4, 2025, the Court issued an Order disposing of Defendant

Tyler Goldthwaite (“Goldthwaite”)’s Amended Rule 91a Motion to Dismiss (“Amended

Rule 91a Motion”) and dismissing Plaintiff’s claims against Goldthwaite for lack of subject-

matter jurisdiction. In its Order, the Court stated a written opinion explaining its ruling

would be forthcoming. This is the Court’s opinion.

I. BACKGROUND

¶2 Michael D. Crain (“Crain”) and William Northern (“Northern”) have a

broken business and personal relationship. In 2020, the two created Northern Crain Realty

(“NC Realty”), representing buyers and sellers in various residential and commercial

property ventures. See First Amended Petition (“First Am. Pet.”) at 4-5. NC Realty has

two subsidiaries: Northern Crain Property Management, LLC and Northern Crain, LLC

(collectively, the “Northern Crain entities”). See id. at 2. On June 20, 2025, Crain filed

suit individually and on behalf of the Northern Crain entities in the 67th District Court of

Tarrant County, Texas against the following Defendants: Northern, Goldthwaite,

Crescendo Development, LLC (“Crescendo Development”), Crescendo Concerto No. 1

Management Co., LLC (“Crescendo Management”), and Woodhaven Concerto No. 1, LP

(“Woodhaven Concerto”). See Crain Original Petition at 2-3. Northern, Crescendo

Development, and Crescendo Management removed the case to the Texas Business Court

on July 9, 2025. Crain filed his First Amended Motion to Remand September 27, 2025.

The Court held a hearing and subsequently denied Crain’s remand motion.

OPINION AND ORDER, PAGE 2
¶3 Crain filed his First Amended Petition on September 26, 2025, and nonsuited

all claims against Crescendo Development, Crescendo Management, and Woodhaven on

October 24, 2025. 1 In his First Amended Petition, Crain brings the following claims

against attorney Goldthwaite:2

1. Breach of Fiduciary Duty;
2. Fraud/Intentional Misrepresentation;
3. Negligent Misrepresentation;
4. Misappropriation of Confidential Information; and
5. Legal Malpractice (Professional Negligence).

See First Am. Pet. at 39, 30, 44-45. Crain also brings four additional claims against both

Goldthwaite and Northern for Common Law Fraud, Fraud by Non-Disclosure, Quantum

Meruit, and Conspiracy. Id. at 42-43.

¶4 As stated above, Goldthwaite filed his Amended 91a Motion on October 20,

2025, challenging all claims against him. As a threshold matter, Goldthwaite asks the

Court to find he did not have an attorney-client relationship with the Northern Crain entities

and accordingly dismiss all claims against him. See Am. 91a Mot. at 3-5, 8. He maintains

the claims against him “arise solely out of work Goldthwaite performed within the scope of

his attorney-client relationship with Northern.” Am. 91 Mot. at 11 (emphasis added).

¶5 On November 10, 2025, Crain filed his response to the Amended Rule 91a

Motion in both his individual capacity and derivatively on behalf of the Northern Crain

1
The Court notes Crain filed his Second Amended Petition on November 14, 2025. However,
pursuant to the Court’s November 17, 2025, Order Sustaining Defendant Goldthwaite’s Objection, the live
pleading before the Court for determining Goldthwaite’s Amended 91a Motion is Crain’s First Amended
Petition.

2
Throughout his First Amended Petition, Crain uses capitalized terms to introduce his specific claims
against each Defendant. The Court will use the same capitalized terms when discussing each claim.

OPINION AND ORDER, PAGE 3
Entities. Crain claims Goldthwaite “held himself out” as the Northern Crain entities’

counsel and “later betrayed [them] by assisting [] Northern in forming competing entities.”

Plaintiff’s Response to Tyler Goldthwaite’s Amended Rule 91a Motion to Dismiss (“Resp.

to Am. 91a Mot.”) at 2. Further, Crain claims that Goldthwaite “used confidential

information obtained during representation” to aid Northern and that Goldthwaite failed to

disclose he was working adverse to the Northern Crain entities. Id.

II. LEGAL STANDARD

A. Rule 91a

¶6 Texas Rule of Civil Procedure 91a allows a party to move to dismiss a cause

of action that has no basis in law or in fact. See TEX. R. CIV. P. 91a.1. It provides a cause of

action has no basis in law if “the allegations, taken as true, together with inferences

reasonably drawn from them, do not entitle the claimant to the relief sought.” Id. A cause

of action lacks basis in fact if “no reasonable person could believe the facts pleaded.” Id. A

motion to dismiss must identify each cause of action to which it is addressed and must state

specifically the reasons the cause of action has no basis in law, no basis in fact, or both.

TEX. R. CIV. P. 91a.2. In some instances, a motion to dismiss under Rule 91a is an

appropriate mechanism to challenge court’s subject-matter jurisdiction. See City of Dallas

v. Sanchez, 494 S.W.3d 722, 725 (Tex. 2016). Regardless of the basis for motion, the court

must liberally construe the pleadings “in favor of the plaintiff, look to the pleader’s intent,

and accept as true the factual allegations.” Wooley v. Schaffer, 447 S.W.3d 71, 75 (Tex.

App. 2014) (citing TEX. R. CIV. P. 91a.1).

OPINION AND ORDER, PAGE 4
B. Jurisdiction

¶7 A claim must be dismissed if it is outside the court’s jurisdiction and the

jurisdictional impediment cannot be removed. Am. Motorists Ins. v. Fodge, 63 S.W.3d 801,

805 (Tex. 2001); see also Thomas v. Long, 207 S.W.3d 334, 338 (Tex. 2006). It is proper

for a trial court to dismiss claims over which it does not have subject-matter jurisdiction

but retain claims in the same case over which it has jurisdiction. Id. at 805 (trial court

erred in dismissing all claims but the court of appeals erred in requiring the reinstatement

of all claims); see also Thomas, 207 S.W.3d at 338-39; Tex. Highway Dept. v. Jarrell, 418

S.W.2d 486, 488 (Tex. 1967) (“As applied to a pending claim for relief or cause of action,

a plea to the jurisdiction, if sustained, would require a dismissal․”).

¶8 Further, a court that lacks jurisdiction over a claim is completely without

power to do anything other than dismiss the claim. Gambill v. Town of Ponder, 494 S.W.2d

808, 810 (Tex. 1973) (a court without jurisdiction or statutory authority to hear a case

cannot transfer the case to a proper court); Fed. Underwriters Exchange v. Pugh, 141 Tex.

539, 174 S.W.2d 598, 600 (1943) (a court without jurisdiction cannot transfer a case to a

court with jurisdiction or do anything else except dismiss); see also State v. Benavides, 772

S.W.2d 271, 273 (Tex. App.—Corpus Christ 1989, writ denied) (“[I]f it is discovered that

the suit is filed in a court which is not designated by statute, the court must dismiss the case

since it is completely without power to hear the case or even transfer the case to a proper

court.”)

OPINION AND ORDER, PAGE 5
C. Legal Malpractice (Professional Negligence) and Fractured Malpractice-Based
Claims

¶9 The proper characterization of claims is a question of law. See Murphy v.

Gruber, 241 S.W.3d 689, 692 (Tex. App.—Dallas 2007, pet. denied); see also Greathouse v.

McConnell, 982. S.W.2d 165, 172 (Tex. App.—Houston [14th Dist.] 1998, pet. denied).

The Texas Business Court does not have jurisdiction over a claim for legal malpractice,

regardless of whether the claim is otherwise within the court’s supplemental jurisdiction.

See TEX. GOV’T CODE. § 25A.004(h)(3). Texas has an anti-fracturing rule that has long-

prohibited splitting a single legal malpractice claim into multiple causes of action. See Pitts

v. Rivas, 709 S.W.3d 517, 523-24 (Tex. 2025) (expressly applying the anti-fracturing rule

to professional malpractice claims); see also Goffney v. Rabson, 56 S.W.3d 186, 190 (Tex.

App.—Houston [14th. Dist.] 2001, pet. denied) (Texas law does not permit a plaintiff to

fracture malpractice claims).

¶ 10 However, the bar against fracturing a legal malpractice claim does not

necessarily foreclose a plaintiff’s parallel pursuit of a negligence-based malpractice claim

and a separate breach of fiduciary duty claim. “[W]hen cases say that clients cannot divide

or fracture their negligence claims against their attorneys into other claims, this does not

mean that clients can sue their attorneys only for negligence.” Deutsch v. Hoover, Bax &

Slovacek, 97 S.W.3d 179, 189 (Tex. App.—Houston [14th Dist.] 2002, no pet.). But a

plaintiff must do more than merely reassert the same claim for legal malpractice under an

alternative label. See Kimleco Petroleum, Inc. v. Morrison & Shelton, 91 S.W.3d 921, 924

(Tex. App.—Fort Worth 2002, pet. denied). The plaintiff must present a claim that goes

OPINION AND ORDER, PAGE 6
beyond what traditionally has been characterized as legal malpractice. See id. at 924 (if the

“crux” of the claim is that the plaintiff's attorney did not provide adequate legal

representation, the claim is one for legal malpractice). The facts of the case must support

claims against the attorney for something other than traditional negligence. See Border

Demolition & Env’t, Inc. v. Pineda, 535 S.W.3d 140, 159 (Tex. App.—El Paso 2017, no pet.)

(claims for professional malpractice and breach of fiduciary duty were impermissibly

fractured because alleged breaches were part of defendant’s professional duties towards

plaintiff). A plaintiff cannot simply “repackage [] allegations under the banner of additional

claims” to avoid the application of the anti-fracturing rule. Pitts, 709 S.W.3d at 524.

III. DISCUSSION

¶ 11 Crain has expressly asserted a legal malpractice claim; he has also pleaded a

myriad of claims against Goldthwaite that are based on the same factual allegations as the

legal malpractice claim. As further discussed below, Crain’s legal malpractice claim and

his repackaged malpractice-based claims are improperly before the Court.

A. Claims

1. Legal Malpractice (Professional Negligence)

¶ 12 The parties do not dispute Crain’s claim against Goldthwaite for legal

malpractice must be dismissed for want of jurisdiction pursuant to Texas Government Code

Section 25A.004(h)(3). Accordingly, the Court finds Crain’s Legal Malpractice claim must

be dismissed without prejudice.

OPINION AND ORDER, PAGE 7
2. Fractured Malpractice-Based Claims

¶ 13 Crain cannot prevail over any remaining claims against Goldthwaite because

they are merely repackaged attempts to transform a singular allegation of Goldthwaite’s

legal malpractice into multiple claims. See Pitts, 709 S.W.3d at 524; see also Goffney, 56

S.W.3d at 190. Said differently, the gravamen of the claims is Crain’s dissatisfaction with

the quality of Goldthwaite’s professional services. Pitts, 709 S.W.3d at 524.

i. Breach of Fiduciary Duty

¶ 14 Crain’s singular claim against Goldthwaite for his breach of multiple fiduciary

duties fails. 3 See Am. Pet. at 37. Texas courts “often reject[] breach of fiduciary duty claims

under the anti-fracturing rule,” likening them to restated legal malpractice claims. Pitts,

709 S.W.3d at 527. Crain’s breach of fiduciary duty claims against Goldthwaite are no

different—he does not allege any conduct that could constitute a breach of fiduciary duty(s)

outside of Goldthwaite’s alleged professional failures. Consequently, Crain’s claim for

Breach of Fiduciary Duty must be dismissed without prejudice.

ii. Misappropriation of Confidential Information

¶ 15 Crain’s Misappropriation of Confidential Information claim is also an

improperly fractured claim. Crain argues Goldthwaite obtained “non-public information”

concerning the Northern Crain entities and “used [it], without information, for [his]

personal benefit and to facilitate the Woodhaven Acquisition.” Am. Pet. at 44. Notably,

3
Specifically, Crain alleges the twelve breaches of fiduciary duty, including but not limited to, the
duty of loyalty and utmost good faith, the duty of candor, the duty to refrain from self-dealing, etc. See Am.
Pet. at 37.

OPINION AND ORDER, PAGE 8
Crain states, Goldthwaite’s “conduct violates the agreements by and between Northern and

Crain.” Id. The alleged misappropriation is unequivocally derived from Goldthwaite’s

purported service as counsel for the Northern Crain entities and alleged breach of the duties

associated with such service—there are no pleaded facts suggesting otherwise. 4 Therefore,

this claim must be dismissed without prejudice.

iii. Fraud/Intentional Misrepresentation and Negligent
Misrepresentation

¶ 16 Crain’s claims for Fraud/Intentional Misrepresentation and Negligent

Misrepresentation are likewise flawed. See Am. Pet. at 40-41. Crain argues, inter alia, that

Goldthwaite knowingly made material and false representations to him about the Northern

Crain entities’ business and business prospects. Id. at 40. He also claims Goldthwaite

“knew or should have known that [the] intentional concealment of forming competing

companies (Crescendo Development), pursing and accomplishing foreclosure of the WCC

lien and closing the Woodhaven Property Acquisition were false.” Id. at 40-41. The alleged

misrepresentation derives directly from Goldthwaite’s alleged attorney-client relationship

with the Northern Crain entities. The anti-fracturing rule clearly applies to these claims,

as they are recast professional negligence claims. See Tex. Pharmomedical Exports, Inc. v.

Wang, No. 14-19-00888-CV, 2021 WL 2325085, at *5 (Tex. App. June 8, 2021) (affirming

court’s dismissal of plaintiff’s claims for fraud and intentional misrepresentation under

4
As noted, Goldthwaite denies having an attorney-client relationship with Crain or the Northern
Crain entities. See Am. 91a Mot. at 5. The Court does not address either the existence or scope of his alleged
representation in this Opinion.

OPINION AND ORDER, PAGE 9
anti-fracturing rule). Accordingly, Crain’s Fraud/Intentional Misrepresentation and

Negligent Misrepresentation claims must also be dismissed without prejudice.

iv. General Claims Against All Defendants

¶ 17 Crain also cannot prevail on his claims against Goldthwaite for Common Law

Fraud and Fraud by Non-Disclosure. The claims are devoid of any specific allegations

against Goldthwaite but clearly derive from Goldthwaite’s alleged attorney-client

relationship with the Northern Crain entities. The anti-fracturing rule is applicable as they

are simply recast professional negligence claims. Such claims must be dismissed without

prejudice.

¶ 18 Next, there are no facts before the Court that remove Crain’s Conspiracy

allegations from under the umbrella of the alleged attorney-client relationship. Crain

alleges Goldthwaite and remaining Defendant Northern had a meeting of minds and

“combined to accomplish the unlawful act to defraud, convert, dispossess, and/or steal

funds from Plaintiff.” Am. Pet. at 43. This is a clear re-cast of Crain’s sole legal malpractice

claim under an alternative label, as the allegations stem from whether Goldthwaite failed

to properly discharge his duties as alleged counsel for the Northern Crain entities. See Pitts,

709 S.W.3d at 524; Won Pak v. Harris, 313 S.W.3d 454, 458 (Tex. App.—Dallas 2010, pet.

denied) (concluding dismissal of conspiracy claim against attorney appropriate because

claim was a fractured legal malpractice claim). The conspiracy claim against Goldthwaite

is fractured and must be dismissed without prejudice.

¶ 19 As for quantum meruit, Crain wholly fails to plead facts supporting the claim

that Goldthwaite accepted the benefits of another’s work without providing anything in

OPINION AND ORDER, PAGE 10
exchange for such benefits. However, it is clear that whatever benefit Goldthwaite allegedly

accepted was derived from his alleged representation of the Northern Crain entities. The

quantum meruit claim is simply an improperly pleaded equitable remedy that must be

dismissed without prejudice.

B. Disposition

¶ 20 The Court finds dismissal without prejudice is the proper vehicle for

dismissing all claims against Goldthwaite. This Court’s jurisdiction is established by

statute. Statutory construction is a question of law. Slant Operating, LLC v. Octane Energy

Operating, LLC, 717 S.W.3d 409, 416 (Tex. Bus. Ct. [8th Div.] 2025) (citing Cadena

Com.USA Corp. v. Tex. Alcoholic Beverage Comm’n, 518 S.W.3d 318, 325 (Tex. 2017)).

When interpreting a statute, the court will ascertain and give effect to the Legislature’s

intent. Cadena, 518 S.W.3d at 325 (quoting Tex. Mut. Ins. Co. v. Ruttiger, 381 S.W.3d 430,

452 (Tex. 2012)); see Baumgardner v. Brazos River Auth., 714 S.W.3d 597, 602 (Tex.

2025). Courts will give words and phrases their plain and common meaning unless a

different meaning is supplied by the Legislature, is apparent from the context, or would lead

to an absurd or nonsensical result. Baumgardner, 714 S.W.3d at 602; Cadena, 518 S.W.3d

at 325. Presuming the Legislature chooses words carefully, the Court must refrain from

rewriting the Legislature’s text. Cadena, 518 S.W.3d at 325.

¶ 21 Chapter 25A of the Government Code does not define “claim,” and is silent

on how the Court should dispose of claims falling outside of this Court’s jurisdiction when

the remaining claims in the same action are within the Court’s jurisdiction. Government

Code 25A.006(d) and Texas Rules of Civil Procedure Rule 355 dictate that, if the Court

OPINION AND ORDER, PAGE 11
lacks jurisdiction over a removed “action,” it must remand the “action” to the court from

which it was removed. However, Section 25A.006 does not provide a similar process for

individual claims over which the Court does not have jurisdiction—especially a claim added

to an “action” after it is removed to the Court. Notably, Section 25A.004 excludes certain

“claims” from the Court’s jurisdiction and provides for supplemental jurisdiction over

other “claims.” TEX. GOV’T CODE §25A.004(f), (g)(2)–(5), (h). The statute contemplates

that the Court may have jurisdiction over an action but not every claim asserted in the

action. See id. But it provides no guidance as to whether a claim over which the Court lacks

jurisdiction must be dismissed from the action or severed into a separate action for transfer

or remand to another court. See id. at §25A.006(b)–(d).

¶ 22 The Court utilizes the principles of statutory construction and relies on well-

established authority that, absent express statutory authority to do otherwise, a court

lacking jurisdiction over a claim is completely without power to do anything other than

dismiss it. See Gambill, 494 S.W.2d at 810; see Fed. Underwriters, 174 S.W.2d at 600.

Accordingly, the Court finds the appropriate disposition of Crain’s claims against

Goldthwaite is dismissal without prejudice.

IV. CONCLUSION

¶ 23 The Court lacks jurisdiction to hear Crain’s Legal Malpractice (Professional

Negligence) claim against Goldthwaite. See TEX. GOV’T CODE. 25.004(h)(3). Therefore, it

is ORDERED that the Legal Malpractice (Professional Negligence) claim against

Goldthwaite is DISMISSED WITHOUT PREJUDICE.

OPINION AND ORDER, PAGE 12
¶ 24 Each of Crain’s remaining claims are impermissibly fractured malpractice-

based claims, as they concern Goldthwaite’s alleged representation of the Northern Crain

entities and whether, in that alleged representation, he exercised a degree of care, skill, and

diligence that professionals of ordinary skill and knowledge commonly possess and

exercise. Beck v. Law Offices of Edwin J. (Ted) Terry, Jr., P.C., 284 S.W.3d 416, 426–27

(Tex. App.—Austin 2009, no pet.). It is therefore ORDERED that the remaining fractured

malpractice-based claims against Goldthwaite are hereby DISMISSED WITHOUT

PREJUDICE.

¶ 25 Based on the Court’s foregoing determination that it lacks subject-matter

jurisdiction to determine the merits of Goldthwaite’s Amended 91a Motion, it is hereby

ORDERED that the Amended 91a Motion is DENIED AS MOOT.

Crain’s claims against Northern remain pending.

SIGNED: December 17, 2025.

JERRY D. BULLARD
Judge of the Texas Business Court,
Eighth Division

OPINION AND ORDER, PAGE 13