The Business Court has dismissed a Louisiana entity’s claim that Texas defendants violated Louisiana antitrust law in connection with a clean hydrogen development deal. The entity’s claim that they likewise violated Louisiana’s DPTA, however, are staying put for the time being.
Clean Hydrogen Works, LLC and Clean Hydrogen Works, LA-1, LLC v. Denbury Carbon Solutions, LLC, Exxon Mobil Corporation, and ExxonMobil Low Carbon Solutions LCC (2026 Tex. Bus. 58; August 12, 2026) arose from an agreement between Clean Hydrogen and Denbury to develop and export clean hydrogen and “blue” ammonia. Clean Hydrogen, a limited liability company organized under Louisiana law, concluded a service agreement with Denbury to design, build, and operate a dedicated pipeline lateral connecting Clean Hydrogen’s facility to Denbury’s pipeline system. Denbury further agreed to receive, transport, and sequester the project’s CO2 emissions. In September 2022, Denbury made an initial $10 million investment in the facility and became a minority member with an ownership inteest in the project. Denbury invested an additional $10 million in 2023 in exchange for additional common units in Clean Energy.
Then things seem to have gone south. Plaintiffs alleged that after Exxon’s $5 billion acquisition of Denbury in 2023, Denbury “invoked pretextual grounds to terminate the CO2 services agreements, demanded that [Clean Energy] sell the land option essential to the Project, and ceased work on the pipeline connection ….” The latter allegedly freed up pipeline capacity for Exxon’s Baytown blue ammonia project. Defendants filed a Rule 91a motion to dismiss Clean Energy’s Louisiana Monopolization Act (LMA) claim and all of Plaintiffs’ Louisiana Unfair Trade Practices Act (LUPTA) claim.
In an opinion by Judge Adrogué, the court granted Defendants’ motion as to Plaintiffs’ Louisiana antitrust claim and denied it as to the remaining claims. As to the first issue, the Louisiana Monopolization Act claim, the court looked to SCOTX’s decision in Coca-Cola Co. v. Harmar Bottling Co., 218 S.W.3d 671, 674-75 (Tex. 2006). In a 5-4 decision, SCOTX “rejected the ordinary presumption that the antitrust law of another state is identical to Texas law, because applying that presumption would require a Texas court to define and enforce another state’s policy.” Because Clean Energy’s LMA claim presented an antitrust claim under the law of Louisiana, involving “a Louisiana pipeline, a Louisiana project, and Louisiana competitive harm,” the court granted the motion to dismiss.
As for Defendants’ Rule 91a motion to dismiss the LUPTA claim, the court denied relief at this stage. Defendants argued that the claim was in substance an antitrust claim “because it rests on the same alleged pipeline monopoly, exclusionary conduct, competitive injury, and Louisiana public policy as the [LMA] claim.” The court demurred, stating that it “is not in a position to postulate as to the reasoning behind the rule in Coca-Cola, and declines to broaden its rationale outside of the context of the unambiguous central holding of the Texas Supreme Court case.” Next, Defendants argued that Plaintiffs didn’t allege any “independently actionable fraud, deception, or other misconduct beyond the asserted contractual breaches.” Plaintiffs countered that their petition asserts “deliberate misrepresentation, concealment, and deceptive inducement accompanying the claimed contractual breaches—conduct that may support a LUTPA claim even though it overlaps with a contract dispute” (citations omitted). The court thus wasn’t ready to dismiss for failure to state a claim.
