Background
Primexx Energy Partners owned an energy company operating in the Delaware Basin. Blackstone-affiliated entities allegedly acquired a majority interest through BPP Holdco LLC, while the Primexx funds remained minority investors. In 2021, BPP Holdco exercised drag-along rights under the partnership agreement to sell the company to Callon Petroleum Operating Company. The funds alleged that the sale price was far below the company’s value and that the distribution waterfall sent most proceeds to Blackstone affiliates.
The funds first sued the Blackstone affiliates and others in Dallas County district court. The Blackstone affiliates filed an answer and joined a motion seeking dismissal to enforce a federal-court forum-selection clause, and the court dismissed without prejudice. The funds refiled repeatedly after federal and state-court procedural dismissals, ultimately filing substantially the same claims in the Dallas County Business Court. There, the Blackstone affiliates filed special appearances contesting personal jurisdiction.
The Court’s Holding
The Fifteenth Court of Appeals affirmed the Business Court’s denial of the Blackstone affiliates’ special appearances. By filing an answer without conditioning it on a special appearance and by asking the first Dallas County court to take affirmative action through their venue-dismissal motion, the affiliates made a general appearance and consented to Texas personal jurisdiction.
That consent applied to the fourth-filed Business Court action because it involved the same funds, Blackstone defendants, underlying Callon transaction, breach-of-fiduciary-duty claims, and Texas forum. The court emphasized that the consent was not unlimited consent to suit in Texas on unrelated disputes; it was limited to this materially identical dispute. The intervening dismissals and refilings did not make the later action meaningfully different for due-process purposes.
Key Takeaways
- A defendant that answers without a special appearance and seeks affirmative relief may consent to personal jurisdiction in Texas.
- That consent can carry to a later-filed action when the parties, claims, facts, and Texas forum are materially unchanged.
- A dismissal without prejudice permits refiling but does not erase the relevance of a defendant’s prior jurisdictional consent.
Why It Matters
The decision treats personal-jurisdiction consent as a due-process question focused on the real dispute, rather than on formal differences in cause numbers or courts caused by procedural dismissals. Parties pursuing or defending serial refilings should assess whether prior filings amounted to a general appearance that may remain effective in a substantively identical Texas case.