Judge Brian Stagner
The Business Court [Eighth Division] has granted a Rule 91a motion to dismiss veil-piercing and breach-of-contract claims in a dispute between a California-based eyeware company and several Texas residents over a failed transaction purchase agreement.
Lensabl, Inc. v. RBH SPE One, LLC, Robert Byrnes Holdings LLC, Robert Byrnes, Jr., Lainie K. Byrnes, R. Jeff Byrnes, III, Mysti B. Byrnes, Sarah Byrnes, Matthew Savoy, Saber Capital LLC, and Ramon Coscolluela (No. 25-BC08B-0013; 2025 Tex. Bus. 44; November 5, 2025) arose, as the court put it, from “an acquisition agreement gone awry.” In 2023 Byrnes began exploring the acquisition of Lensabl, a web-based eyewear company. He engaged Ramon Coscolluela to negotiate on behalf of two of Byrnes’s companies (the Purchasing Parties). Lensabl alleged that during the negotiations, Coscolluela provided assurances that the Purchasing Parties had sufficient financial resources to follow through on a purchase. The parties executed an agreement whereby the Purchasing Partiesacquisition acquired a 49% interest in the company for $28,990,000, with a majority purchase option later. Byrnes’s LLC RBH SPE signed as the buyer, his other LLC, RBH, as guarantor. But, the initial closing date passed by without any payment, as did an extended deadline offered by Lensabl. Lensabl terminated the deal and sold its remaining assets to another buyer.
Lensabl filed suit for damages on July 7, 2025, asserting breach of contract, “veil piercing under Delaware law,” negligent misrepresentation against Coscolluella, principal/agent liability against Byrnes and RBH, and fraud against the Purchasing Parties. Lensabl further alleged that the undercapitalized, insolvent nature of the LLCs created a facade for Byrnes’s family business. It asserted a breach of contract claim against Byrnes individually based on allegations of a separate contract between Byrnes and Lensabl, Inc. which provided for the transfer of assets to guarantee performance under the Agreement. The Byrnes defendants moved to dismiss the veil-piercing theory, the breach of contract, and fraud claims against Byrnes under Rule 91a, arguing that those claims had no basis in law.
In an opinion by Judge Stagner, the court granted the motion in part and denied it in part. As a threshold matter, the court had to decide which state’s law applied, Delaware or Texas. The agreement contained a choice-of-law clause providng that “the internal law of the State of Delaware,” shall govern the agreement, “without regard to conflict of law principles that would result in the application of any Law other than the Law of the State of Delaware.” Additionally, however, the clause governed only the interpretation and enforcement of the agreemen, thus limiting its application to Lensabl’s breach-of-contract claim. Despite the choice-of-law provision, Lensabl conceded that Texas law governed its breach-of-contract claim and, at oral argument, acknowledged that Texas law governed its veil-piercing claim as well. The court then applied the “most significant relationship test” to determine that Texas law should apply to Lensabl’s fraud claim. According to Lensabl’s pleadings, Byrnes and his representatives made the alleged misrepresenations in Texas, the Purchasing Parties were Texas entities, most of the Byrnes defendants reside in Texas, Coscolluela traveled to Texas to make the alleged misrepresentations, and Savoy was a Texas resident. Delaware, on the other hand, had no meaningful connection to the suit beyond Lensabl’s place of incorporation (Lensabl’s principal place of business was actually in California).
Turning to the veil-piercing claim, the court observed that under Texas law, standards for piercing the corporate veil are significantly higher than in Delaware. Lensabl pleaded this theory using Delaware principles, alleging that the LLCs were inadequately capitalized, insolvent, failed to observe corporate formalities, and served merely as a façade for the family enterprise. Nevertheless, because Lensabl conceded that Texas law applied in any event, its pleadings failed to state a viable claim under Rule 91a. Lensabl’s conclusory allegations failed to show that a member of manager of the LLC’s “perpetrate[d] an actual fraud…primarily fro the direct personal benefit” of the member of manager, as required by §§ 101.002 and 21.223, BOC. At most, Lensabl’s pleadings alleged that only Byrnes individually committed actual fraud. They did not allege any actual fraud for personal benefit by any other Byrnes defendant. Once it conceded that Texas law applied, moreover, Lensabl could have amended its pleadings to state a veil-piercing claim under the BOC. It chose not to do so, so the court granted Defendants’ Rule 91a motion to dismiss this claim as having no basis in law.
Next, Justice Stagner addressed the equally dubious breach-of-contract claim against Byrnes in his individual capacity. Under Texas law, Lensabl’s petition failed to plead a viable claim against Byrne because it didn’t allege that Brynes was a party to the agreement to begin with. Absent some other, unidentified agreement, this omission decimated the claim. The court once again dismissed this claim for having no basis in law.
However, Lensabl’s common-law fraud claim adequately fulfilled the necessary requisites under Texas law. It alleged a specific, material misrepresentation that the Purchasing Parties were sufficiently capitalized and that Mr. Byrnes knew this to be false. It further alleged reliance, asserting that Lensabl entered into the agreement based on Byrnes’s assurances and that Lensabl’s alleged injury was the prevention of the pursuit of other opportunities. Construed liberally under Texas’s notice pleading standard, these allegations satisfied each element of fraud. Accordingly, the Court denied the motion as to the fraud claim against Mr. Byrnes. That motion remains pending before the court.
TCJL Intern Satchel Williams researched and prepared the first draft of this article.
