News & Analysis as of

Partnerships TX Supreme Court

A&O Shearman

First No Contract by Ambush. Now No Contract by Email, Texas Supreme Court Says.

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On February 28, 2020, the Texas Supreme Court reversed a ruling from the First Court of Appeals in Houston in the case of Chalker Energy Partners III, LLC, et al. v. Le Norman Operating LLC, 547 S.W.3d 27 (Tex. App.—Houston,...more

Gray Reed

Texas Supreme Court Says Don’t Mess With a Written Contract

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It is no surprise to Texas Supreme Court watchers that in Energy Transfer Partners et al v. Enterprise Products Partners LP et al. the court rejected claims that the parties had created a partnership by actions that varied...more

Skadden, Arps, Slate, Meagher & Flom LLP

Texas High Court Lays Partnership Formation Questions to Rest

On Friday, January 31, 2020, the Supreme Court of Texas clarified the law of partnership formation in the closely watched case of Energy Transfer Partners, L.P. et al. v. Enterprise Products Partners, L.P. et al. The case...more

McGuireWoods LLP

Texas Supreme Court Affirms That Parties May Block Partnership Via Conditions Precedent

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On Jan. 31, 2020, the Texas Supreme Court issued its highly anticipated decision in Energy Transfer Partners, L.P. v. Enterprise Prod. Partners, LP, No. 17-0862, 2020 WL 500259. In rejecting the request by Energy Transfer...more

King & Spalding

Freedom of Contract Cited as the Reason for Texas Supreme Court's Affirmation of Court of Appeals Judgment in ETP v. Enterprise

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On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed the 2017 judgment of the Dallas Court of Appeals that Texas law upholds the rights of contracting parties to agree not to be partners unless certain...more

Winstead PC

Texas Supreme Court Holds That  Parties Can Conclusively Agree That, As Between Themselves, No Partnership Will Exist Unless...

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In Energy Transfer Partners, L.P. v. Enter. Prods. Partners, L.P., one pipeline company sued another for breaching a duty of loyalty that allegedly arose out of a partnership to develop a pipeline. No. 17-0862, 2020 Tex....more

Orrick, Herrington & Sutcliffe LLP

Texas Supreme Court: Contracting Parties Can Negate The Formation Of A Partnership Through Contractual Conditions Precedent In...

The Texas Supreme Court issued an important ruling on Friday, January 31, 2020, on the formation of partnerships where parties have provided by contract specific conditions that must be satisfied before a partnership will be...more

A&O Shearman

Texas Supreme Court Reaffirms Freedom of Contract and Rejects ‘Partnership by Ambush’

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On January 31, 2020, the Texas Supreme Court (the “Court”) affirmed a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d...more

Porter Hedges LLP

Business Litigation Alert: "Texas Supreme Court Confirms - No Partnership By Ambush"

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In a case critical to Texas contract and partnership law, on January 31 the Texas Supreme Court confirmed that parties can negate the formation of a partnership through their contractual language. The Court affirmed an...more

Winstead PC

Business Owners Take Note as Enterprise Completes Its Mission: Supreme Court Holds No Common Law Partnership Was Formed with ETP

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The long-running legal saga between Enterprise Products Partners (“Enterprise”) and Energy Transfer Partners (“ETP”) may finally be nearing its end after the Texas Supreme Court issued a unanimous decision last Friday,...more

Jackson Walker

In Major Partnership Decision, Texas Supreme Court Affirms That Businesses Can Contract for Conditions Precedent to Preclude the...

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Disputes often arise over whether parties have agreed to, or by their conduct they have, committed themselves to a transaction. On January 31, 2020, the Texas Supreme Court delivered its decision in Energy Transfer Partners,...more

Womble Bond Dickinson

When is a Deal a Deal? Texas Supreme Court Weighs in on Two Landmark Oil & Gas Cases

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Business contracts are often compared to marriages, and for good reason. Both imply a deep level of mutual commitment to the relationship. But at what point in the relationship do businesses say “I do,” and at what point may...more

Winstead PC

ETP v. Enterprise: Texas Partnership Created by Conduct — A Dog That Won’t Hunt

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Following Supreme Court arguments last month, the final chapter in the long-running legal battle between Energy Transfer Partners LP (“ETP”) and Enterprise Products Partners (“Enterprise”) is finally coming to an end. ETP is...more

A&O Shearman

Texas Supreme Court Agrees to Review Controversial Ruling Regarding Texas Partnerships

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On June 28, 2019, the Texas Supreme Court agreed to review a ruling from the Fifth Court of Appeals in Dallas in the case of Energy Transfer Partners LP et al. v. Enterprise Products Partners LP et al, No. 529 S.W.3d 531...more

Eversheds Sutherland (US) LLP

It Is Not A Duck! $535 million pipeline verdict reversal portends new era of joint venture conflicts.

On July 18, 2017, the Dallas Court of Appeals reversed a 2014 jury verdict that resulted in a $535 million judgment in favor of Energy Transfer Partners, L.P. (“ETP”) against its counterparty (appellate decision linked here)....more

Gray Reed

Partner Liability: Out of the Woods?

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Debbett Runnup Partnership, a Texas general partnership, was sued by Widgets R Us in 2010 for failing to pay Widgets R Us invoices. Judgment was granted to Widgets in 2012 against Debbett Runnup for $300,000. After chasing...more

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