Judge Bill Whitehill
The Business Court has largely denied an investor and her family office’s summary judgment motion against an investment broker who got sideways with the office over allegedly unauthorized investments.
Jean Christine Thompson and Thompson Petroleum Corporation v. Anchor Capital GP LLC and Michael Mann (2026 Tex. Bus. 21; May 4, 2026) arose from a business relationship gone bad. Thompson owns TPC, which manages her family’s assets. Mann is founder and CEO of Anchor, a private equity brokerage. Non-party Christy 2017 is a holding company for the Thompson family investments. In 2022, Thompson and Mann formed a business relationship under which Thompson invested in Anchor-managed funds. In 2024, Mann asked Thompson to loan Anchor money so he could buy out one of Anchor’s partners. Thompson agreed, and Mann signed a Secured Promissory Note, Security Agreement, and Personal Guaranty. Later Thompson offered Mann employment in her family office as Co-President and Chief Investment Officer. Mann accepted, and the parties concluded an employment agreement, which required Mann to obtain Thompson’s pre-written approval for investments.
Within weeks of beginning employment, Mann committed Cristy to five separate investments without obtaining Thompson’s prior written approval. When Thompson found out, she called for weekly in-person meetings between Mann and the family office management to see what was going on. Mann allegedly said he was going to resign, so the family office accepted the resignation. Mann, however, denied having offered to resign, so the office terminated him for cause. Thompson then exercised her rights to inspect the collateral and verify that her loan to Anchor was protected. She asked Anchor to provide access to its books and records, and after a lot of back and forth, Mann turned over some documents. Unsatisfied with this response, Thompson served Anchor with a default notice and accelerated the loan. Thompson sued in August 2025 and filed a motion for summary judgment in January 2026.
In an opinion by Judge Whitehill, the court granted Plaintiffs’ motion in part and denied it in part. Plaintiffs alleged that (1) Anchor breached the note and security agreement, (2) Mann was jointly and severally liable with Anchor on the note based on the guaranty, (3) Mann breached the employment agreement, and (4) Mann was not entitled to any incentive compensation. Defendants responded that they complied with the books and records demand, Mann complied with the guaranty’s terms, Plaintiffs were not entitled to relief under the employment agreement, and TPC’s inability to decide whether Mann was terminated for cause or resigned showed that there was a fact issue preventing declaratory relief.
The first issue was the alleged breach of the note and security agreement. They gave Thompson the right to inspect Anchor’s books and records to ensure the protection of her collateral. The parties disputed, however, what the agreement meant by “books and records.” Anchor argued that it supplied over 2,300 pages of documents to Thompson, thus complying with the request, while Thompson argued that there were still missing pieces related to the “carried interest” earned by Anchor’s subsidiaries. Giving “books and records” its ordinary, plain meaning, the court concluded that “the phrase’s natural meaning here is: those document that would allow a reasonable person to assess the Collateral’s current value.” The agreement defined “Collateral” to include “anything that Anchor owns, or might own in the future, that could be used to satisfy its obligations to Thompson.” And “[b]ecause the Collateral’s value here depends on the carried interests, the only reasonable interpretation of ‘books and records related to the Collateral’ includes documents necessary to determine the ‘carried interests’ values.’” The court ruled that Anchor had provided at least a scintilla of evidence that it met its contractual duty, so it denied Plaintiffs’ summary judgment motion on the breach of congtract issue.
Turning next to the breach of the guaranty, the court observed that since it determined that a genuine material fact issue existed as to the books and records, Plaintiffs’ request for summary judgment as to the breach of the guaranty likewise failed. Plaintiffs argued further that although Mann provided a personal financial statement, he did not provide an audited statement, as she requested. The guaranty, however, did not specify that an audited statement was required, and Plaintiffs failed to “offer any evidence purporting to prove that submitting an audited statement was the only reasonable way to perform” the contract. At minimum, the court ruled, “a fact issue exists as to whether Mann’s financial statement was ‘in form and substance reasonably satisfactory’ to Thompson,” as the agreement required.
As to TPC’s claim that Mann breached his employment agreement by committing Cristy 2017 to investments without obtaining Thompson’s prior written approval, Mann argued that TPC didn’t prove the existence damages, defeating its contract claim. The court agreed, finding that “TPC provided no evidence it would not have entered into the Subject Investments but for Mann’s alleged unauthorized transactions. Moreover, TPC failed to show that Mann’s actions caused any financial injury.” TPC’s claim was thus speculative at best, based on “wishful thinking.” The court denied TPC’s MSJ.
Finally, TPC sought a declaratory judgment that Mann was not entitled to any further incentive compensation due to either resigning or being fired for cause. The court determined that there was a genuine dispute as to whether Mann resigned, but TPC conclusively proved that it had a basis to fire Mann for cause. Under the employment agreement, Mann was only entitled to incentive compensation if TPC fired him without cause, but the record showed that TPC informed Mann otherwise. Mann argued that TPC waived the prior approval requirement, alleging that Thompson gave oral approvals demonstrating an intent to waive the requirement. The agreement, however, contained a nonwaiver provision requiring waivers to be in writing. The court concluded that Mann’s evidence of the parties’ “long-standing business relationship,” sophistication, and prior dealings with the specific investments involved in the case in the months leading up to Mann’s hire could reasonably have led him to believe that Thompson waived the requirement. But he did not offer evidence that “Thompson also intended to waive the nonwaiver provision’s requirement that waivers be in writing and signed by Thompson to be effective.” So while “Thompson’s alleged oral pre-approvals may be inconsistent with the Employment Agreement’s written pre-approval requirement, [] they are not inconsistent with the nonwaiver provision’s writing requirement.” Mann thus failed to raise a fact issue on waiver.
Defendants came out ahead in the court’s ruling, losing only the declaratory judgment claim that Mann wasn’t entitled to his incentive compensation.
