Andrews, J. | April 23, 2026
Pursuant to Texas Rule of Civil Procedure 166(g) and the parties’ Joint Advisory on Early Legal Issues, the Court rules on whether Texas law recognizes the asserted fiduciary duties under the facts alleged here. The Court holds: (1) The pleadings do not support a joint venture because they do not allege an agreement to share profits and losses; additionally, the company agreements explicitly disclaim the existence of any joint venture and expressly supersede any prior or contemporaneous agreements; (2) While the manager of these manager-managed LLCs may owe fiduciary duties to the LLCs, a non-managing member generally does not; nor is a corporate manager’s fiduciary duty passed through to its individual officers and owners absent some basis for piercing the corporate veil.