In the fourth installment of a massive lawsuit involving a dispute between majority and minority owners of horizontal drilling interests in the Permian Basin, the Dallas Business Court [First Division] has ruled that it does not have specific personal jurisdiction over two defendants who were parties to the transaction.
Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP v. Primexx Energy Corporation, M. Christopher Doyle, Angelo Acconcia, Blackstone Inc., Blackstone Holdings III LP, Blackstone EMA II LLC, BMA VII LLC, Blackstone Energy Management Associates II LLC, Blackstone Energy Partners II LP, Blackstone Management Associates VII LLC, Blackstone Capital Partners VII LP, BCP VII/BEP Holdings Managers LLS, BX Primexx (2025 Tex. Bus. 26; July 16, 2025) has a complex history, and the Business Court has already issued three opinions in the case. Rather than going over this ground again, you can refer to our post on July 23, 2025 for a full discussion of these decisions.
In this phase of the case, Judge Whitehill concluded that the court lacked personal jurisdiction over two defendants, Acconcia and Blackstone Inc. In its Second Amended Petition, PEOF alleged that Acconcia was a citizen of Massachusetts, held an executive role at Blackstone and its subsidiary, BPP HoldCo, sat on the PEC board, and actively participated in the Callon sale. They also alleged that he failed to evaluate Primexx’s viable options, conduct proper due diligence, and properly allocate waterfall proceeds of the sale. Acconcia maintained that Callon is a Houston based company, that he participated in meetings via telephone held by the PEC board, and that he travelled to Texas twice.
PEOF alleged that Blackstone, a Delaware corporation with its principal place of business in New York City, and its subsidiaries were responsible for the Callan sale, that Acconcia acted as an agent of Blackstone, and that Blackstone knowingly structured the deal so the price for the Callon sale would be so low as to favor itself, that Blackstone and its subs made joint SEC filings in connection with the sale, that its executives gave the direction to exit the Primexx investment, and that Blackstone used its corporate structure to “siphon proceeds from the Callon sale away from BPP HoldCo.
Acconcia argued that he was not subject to general jurisdiction, and even if he was, the fiduciary shield doctrine would protect him. Furthermore, he challenged the sufficiency of specific jurisdiction as PEOF had not alleged that he was acting on his personal behalf while in Texas. PEOF’s opposition confirmed that they did not seek to establish general jurisdiction, arguing instead for specific jurisdiction by virtue of Acconcia’s direct involvement in Primexx’s business. (PEOF’s jurisdictional discovery later added assertions of Acconcia’s “robust and purposeful” contacts in the state of Texas.) Blackstone refuted these assertions, arguing that PEOF failed to distinguish between the actions of Blackstone Inc.’s agents and the corporation, and that the acts performed in Texas were not alleged to have any bearing on the existence of this case. PEOF responded, disavowing any reliance on alter ego allegations, and again asserting the applicability of specific jurisdiction in this context. They argued for Blackstone Inc.’s control over the transaction and significant role (raising funds, directing, and profiting) in the Callon sale.
Judge Whitehill rejected PEOF’s characterization of Defendants’ contacts with Texas. He observed that PEOF did not adduce any evidence that Acconcia had committed a tortious act in Texas that would support personal liability, and that PEOF unavailingly imputed the conduct of others to Acconcia. In its jurisdictional argument, PEOF focused primarily on the negotiation and signing of the partnership agreement, as well as the initial investment into Primexx, but its claims concerned breaches of contract and fiduciary duties arising out of the Callon sale. As to Acconcia, the fact that he was a director of PEC and President of BPP HoldCo did not “by themselves give rise to this litigation.” Simply sitting on the board of a Texas-based company does not constitute purposeful availment for purposes of establishing specific jurisdiction. Regarding PEOF’s assertion that Acconcia committed tortious acts in Texas, the court observed that none of PEOF’s causes of action against Acconcia were based on direct personal liability but only derivative, vicarious, or secondary liability as a joint tortfeasor. That, too, was not enough to support specific jurisdiction. As to Acconcia’s contacts with Texas, these consisted of attending two board meetings (at which the Callon sale was not discussed) and the receipt of an email from a Texas resident. Even when added to Acconcia’s two visits to Dallas, none of the evidence “shows any connection with the Callon sale.” Judge Whitehill thus concluded that it lacked jurisdiction over Acconcia.
Turning to Blackstone Inc., PEOF alleged that Blackstone raised capital to invest in a Texas partnership, exercised control over its subsidiary, directed a fire sale of assets, and received hundreds of millions of dollars in ill-gotten gains. Judge Whitehill, however, concluded that none of these allegations supported jurisdiction. Investing funds in a Texas partnership itself does not confer jurisdiction, and PEOF failed to show a principal-agent relationship between Blackstone Inc and Acconcia (at most Acconcia’s Texas-based contacts were performed on behalf of either PEC or BPP Holdco.). Judge Whitehill likewise rejected PEOF’s assertion that Blackstone’s receipt of the proceeds of the Callon sale supported jurisdiction because those proceeds were fungible assets, not real estate located in Texas, which would have created a continuing presence here. Finally, he determined that that Blackstone Inc. did not waive its special appearance by merely invoking a provision the partnership agreement in its brief.
Once again, we are struck by how quickly and efficiently the Business Court disposes of matters before it, regardless of their complexity. We all had high expectations for this court, but it’s even better than we hoped.
TCJL Intern Satchel Williams researched and prepared the first draft of this article.
