The Business Court has sided with one of the owners of the Texas Rangers in a dispute over the terms of an agreed divorce decree that established a constructive trust for his former spouse’s share of Rangers ownership units awarded to her in the divorce.
Janice L. Simpson v. Bobby R. Simpson and Hardball Express LLC (2026 Tex. Bus. 52; July 29, 2026) arose from a dispute over a divorce settlement. The Simpsons married in 1998, and during the marriage Defendant acquired partial ownership of the Texas Rangers baseball team and corresponding Class A, B, and E share ownership interests (“Original Retained Interest”). He possessed that interest both individually and as a member of Defendant Hardball Express. The couple filed for divorce in Tarrant County in 2016 and concluded an Agreed Final Decree in September 2021. The decree awarded both parties part of the Original Retained Interest, but because Major League Baseball wouldn’t approve Plaintiff as a Rangers share owner, it established a Constructive Trust for the interest. Under the trust, Defendant controlled and held the interest in his name and served as constructive trustee with Plaintiff as sole beneficiary. It also provided that if the Rangers of Hardball make a call for capital and Defendant was not expressly obligated to make a capital contribution under the terms of the governing document, Defendant could do it out his separate property without liability to Plaintiff.
Since the decree became final, the Rangers have issued three capital calls. Defendant participated in these calls using his separate property. Plaintiff didn’t participate in any of them. In June 2025, Defendant entered into a Unit Transfer Agreement with another Rangers owner to sell certain Class B units in three installments, including his Class B Original Retained Interest and other units awarded to him in the divorce decree. Defendant didn’t notify Plaintiff about the UTAs. Plaintiff sued Defendant in June 2025 for breach of fiduciary duty, breach of contract, and fraud by nondisclosure. She asserted that Defendant diluted her interests held in trust by not notifying her of one of the capital calls and violated the decree’s tag-along provision by failing to notify her that he contracted to dispose more than 50% of his Original Retained Interest. She filed a motion for summary judgment in March 2026 on her breach of fiduciary duty and breach of contract claims. Defendant countered that the decree allowed him to acquire shares without liability to Plaintiff’s interests, and each Defendant filed competing motions for summary judgments on the same day.
In an interlocutory order issued on April 30, 2026, by Judge Bullard, the court denied Plaintiff’s motion on her breach of contract claims and as to Defendants’ affirmative defenses. It likewise denied Plaintiff’s motion on all breach of fiduciary duty claims but took under advisement her breach of fiduciary claim arising out of Defendant’s failure to notify her of the capital call. The court granted Defendants’ summary judgment motion on Plaintiff’s breach of contract claims, fraud by nondisclosure claims, and on all but one of her breach of fiduciary claims.
The issue boiled down to the proper interpretation of the agreed decree. First, as to Defendant’s fiduciary duties under the decree, the decree specified that Defendant could answer a capital call from his separate property without liability to Plaintiff, “even if such issuance is dilutive of [Plaintiff’s] Interests Held in Trust.” Although the summary judgment evidence showed that Defendant “self-dealt and breached his fiduciary duty of loyalty to [Plaintiff},” Plaintiff could not prevail on her claim because the decree permitted him to do that and, in any event, she wasn’t damaged by the breach. In other words, since Defendant didn’t profit by the breach at Plaintiff’s expense, there could be no violation of the prohibition on self-dealing. Turning to Defendant’s failure to notify Plaintiff of the sale of his UTAs, the court ruled that Plaintiff could not establish a breach of Defendant’s duty of loyalty because the decree only triggered the tag-along provision if Defendant sold more than 50% of the Original Retained Interest. But he didn’t. Instead, he let go only 25%, or 9 out of 36 Class B units, of his Original Retained Interest. He acquired other Class B units from his separate property and sold some of those, but those were never part of the Original Retained Interest.
Next, the court took up the issue of notice of the capital call. Again, the decree exculpated Defendant from liability for this breach of loyalty and, as the court found above, Plaintiff didn’t have any damages anyway. Although the court found that Defendant should have notified Plaintiff within 24 hours from receipt of information regarding shares, as the decree prescribed, the decree let him get away with it. Plaintiff argued that had she known about the call she would have contributed herself to keep up the value of her shares, but this was simply too speculative as a basis for determining recoverable damages. Likewise, Defendant didn’t breach his duty of loyalty by voting for Rangers’ capital calls or by voting to benefit the Rangers over his former spouse. The decree let him exercise his voting rights as a Ranger board member and only prohibited him from voting without Plaintiff’s consent on actions that would devalue Plaintiff’s interests more than other Rangers’ owners. This didn’t occur since the capital calls had an equal effect on all owners’ shares.
As to Plaintiff’s contention that Defendant breached his duty of full disclosure, the decree exculpated him from liability for that as well. And once more Plaintiff couldn’t prove that she suffered any recoverable damages from Defendant’s failure to disclose, and she sought no equitable relief for it. Plaintiff’s breach of contract claims also went by the boards, since Defendant didn’t violate the tag-along provision, Plaintiff suffered no recoverable damages from Defendant’s breach of the notification provision, and the decree itself exculpated Defendant for taking an action that diluted Plaintiff’s interests with respect to one of the capital calls. Similarly, Plaintiff failed to show that the sale of the UTAs breached Hardball’s company agreement. Her fraud by nondisclosure claims failed for the same reasons. The court thus denied Plaintiff’s MSJ and granted those of Defendants.
