Judge Andrea Bouressa
Esteban Quintero and ATS Concrete Services, Inc. v. Urban Infrastruction LLC and Anup Tamrakar (No. 25-BC01A-0022’ 2026 Tex. Bus. 3; January 26, 2026) arose from Quintero’s request that the Business Court reconsider a previous order granting Defendants’s motion for summary judgment on all claims predicated on Quintero’s alleged status as a member of Urban LLC. Quintero sued Urban and Tamrakar for declaratory relief, accounting, breach of fiduciary duties, and breach of contract. In this case the court considered the parties’ Rule 166 briefing (ordered by the court at an October 2022 pre-trial hearing), as well as the pleadings, timely-filed briefing, and timely-filed evidence in the summary judgment and Rule 166 record. The court further took judicial notice of the parties’ previous testimony to the court. As the court observed, “[a] Rule 166(g) order disposing of claims in which fact questions have bcome legal questions ‘is akin to summary judgment or directed verdict’” (citations omitted). In order to turn around the court’s prior ruling, consequently, Quintero had to “bring[] forth more than a scintilla of probative evidence to raise a genuine issue of material fact” (citation omitted).
In an opinion by Judge Bouressa, the court determined that he did not do so. Quintero alleged that he was a member of Urban LLC but presented conflicting explanations about how he became one. His pleadings recited “irreconcilable” theories, including that Quintero and Tmrakar were equal partners or members in Urban, that his partnerships with Tamrakar constituted “the sole member” of Urban (and ATS), Tamrakar had a duty of candor to inform Quintero that Urban LLC was distinct from a partnership they formed called Urban Infrastruction, and that Quintero invested in Urban as a member. Turning to the BOC, the court looked to § 1.002(53)’s definition of “member,” which specifies “a person who has become, and has not ceased to be, a member in the [LLC] as provided by its governing documents.” Here it was undisputed that Urban LLC’s governing documents did not identitfy Quintero as a member.
Moving to § 101.103, which describes the ways in which a person may become a member of an LLC, the court determined that Quintero didn’t do any of them. He was not identified as an initial member in Urban LLC’s certificate of formation, appeared in none of the LLC’s records, and, as he conceded, did not become a member after the LLC’s formation with the consent of the members. All Quintero could muster was an allegation that he and Tamrakar formed an oral general partnership. Quintero did offer evidence that he made a $10,000 deposit, which was reflected in Urban’s 2015 balance sheet, but cited no authority that a deposit, standing alone, evidenced membership. The court further noted that the balance sheet wouldn’t be sufficient evidence of membership in any event without “written evidence or records of the [LLC] demonstration his conributions” (citation omitted). In short, Quintero failed to present any new evidence raising a genuine issue of material fact on whether he was a member of Urban LLC. Based on the same analysis, Quintero couldn’t provide evidence that any partnership he may have formed with Tamrakar was a member, either. And besides, even if there were some evidence of that, Quintero was not entitled to relief because he didn’t sue on behalf of any alleged partnership but in his individual capacity. The court thus confirmed its previous order granting Urban LLC and Tamrakar summary judgment on Quintero’s claims derived from his alleged membership in Urban.
As to Quintero’s and ATS’s breach of contract claim, the parties disputed whether the alleged Urban partnership agreement with Plaintiffs was sufficiently definite to be enforceable. Quintero alleged that he, Tamrakar, and two others entered into a 2015 membership to perform construction services as equal owners and profit sharers. Quintero claimed that he contributed $10,000 in cash and $10,000 in the form of a truck and a trailer. He further alleged that he and the others agreed to quit their jobs and work at Urban at a reduced salary to get things going. According to Quintero, the agreement also provided for payments to Quintero to build a house in Mexico, buy ranch land outside of Dallas, pay private school tuition for his children, and make charitable contributions to his church and hometown in Mexico. His evidence? A children’s menu from Hoffbrau Steak & Grill House with handwritten bullet points on the back (but with no names or signatures). The alleged partnership’s failure to pay Quintero formed the basis for his breach of contract claim.
Quintero, however, changed his tune, alleging that Defendants “create[d] a strawman, pointing the Court to the Hoffbrau Kids Menu” and “falsely assert[ing] that the Kids Menu reflect[ed] the ‘material terms’” of Quintero’s oral agreement with Tamrakar to form Urban LLC. (If the defense team did this, it was a brilliant move.) The Court, understandably, was unpersuaded. “Litigants cannot change horses midstream,” Judge Bouressa stated. “Having pleaded that what they now characterize as ‘life goals’ were, in fact, promises made as part and parcel of the Urban partnership agreement, the Court treats them as such.” Here the contract terms were “facially indefinite. Not only do the terms lack any deadline for performance, but they are also devoid of any reference to a verifiable size, amount, or value.” Consequently, the court ordered judgment as a matter of law for Defendants on Plaintiffs’ breach of contract claim arising out of an alleged Urban partnership agreement.
Quintero also brought fraud and unjust enrichment claims. Defendants asserted limitations against the fraud claim, of which the court disposed by determining that “Plaintiffs knew or reasonably should have known of any fraud claims predicated on misrepresentations concerning the formation of Urban LLC” by November 2015 and on those predicated on misrepresentations about Quintero’s status as a member no later than 2016. Reciting conclusive evidence that the alleged deal fell apart at almost the same moment as it was made, the court held that limitations expired no later than 2019 and 2020, whereas Quintero waited until 2025 to sue. As to Quintero’s attempt to excuse his delay by claiming fradulent concealment, the court pointed out that the discovery rule applies only “to injuries that are both inherently undiscoverable and objectively verifiable,” not where “plaintiff knows, or through reasonable diligence should have known, of the alleged harm from the outset” (citations omitted). On the same facts, the court rejected Quintero’s unjust enrichment claim based on the two-year statute of limitations.
Plaintiffs’ claims for breach of contract, breach of fiduciary duty, and fraud relating to the business of ATS and alternative claim for quantum meruit, as well as Defendants’ counterclaim for conversion, are still alive. These claims will now proceed to jury trial.
