Hatteras Evergreen Private Equity Fund, LLC, and Hatteras Investment Partners LP v. Longboard Capital, LLC (No. 14-24-00938-CV; November 20, 2025) arose from a business deal gone terribly awry. Longboat invested $1,250,000 in Hatteras’s investment fund and purchased another member’s units in the fund for $500,000. Hatteras then informed Longboat that it had approved a plan of liquidation for the fund a year earlier and had received an offer from Beneficient to “purchase 100 percent of the interest in the Fund and seed a new Fund.” In January 2022, Hatteras assured Longboat that “there would be no discount,” meaning there wouldn’t be a decrease in the value of Longboat’s investment. Moreover, Hatteras confirmed that Longboat would earn 5 percent per year on its investment. The following December, Hatteras informed Longboat that Beneficient intended to merge with Avalon Acquisition, a publicly traded acquisition company. Again, Hatteras told Longboat that there would be no discount to the value of its investment. In June 2023 Beneficient went public, with an opening stock price of $15 per share. However, in March 2024, Beneficient’s stock was delisted from the NASDAQ after trading at less than 10 cents per share.
Given the sharp decline in the value of Longboat’s investment and repeated assurances that there would be no discount, Longboat requested to inspect the books and records of Hatteras. Finding nothing related to a valuation of Beneficients’ consideration, Longboat concluded that either “Hatteras did not fully provide access to the fund’s books and records, or based on the records that were provided, Hatteras did absolutely nothing to test the value of Beneficient’s interests and instead simply took Beneficient’s word regarding its own value.” Longboat sued Hatteras, alleging breach of contract, breach of fiduciary duties, and fraud. Hatteras responded by filing a TCPA motion to dismiss, which was overruled by operation of law. Hatteras appealed.
In an opinion by Justice McLaughlin, the court of appeals affirmed. Both the right of free speech and the right of association, as defined in the TCPA, must involve matters of public concern. To qualify as a matter of public concern, “a claim must have ‘public relevance’ beyond the pecuniary interest of the private parties involved.” Longboat’s petition included five causes of action: (1) Breach of Fiduciary Duty – Loyalty, (2) Breach of Fiduciary Duty – Care, (3) Breach of Contract – Failure to Manage Fund in Good Faith, (4) Breach of Contract – Failure to Provide Access to Books and Records, and (5) Fraud. Hatteras bore the burden to demonstrate that Longboat’s claims were based on Hatteras’s exercise of free speech or association. Hatteras concedes that the fraud claim could not be dismissed under the TPCA, but asserted that counts 1-4 were predicated on free speech and association because the claims are based on Hatteras’s alleged statements related to Beneficient, including that a large institutional buyer approached the Fund to purchase 100% of the interest in the Fund.
But according to the court, Hatteras “completely mischaracterize[d] Longboat’s claims.” Hatteras’s TCPA argument was “largely premised on the fact that Longboat incorporated all facts into each of the challenged claims at issue.” The court observed that “just because Longboat’s claims incorporate facts that reference speech by Hatteras does not mean that Longboat’s claims are actually ‘based on’ or ‘in response to’ Hatteras’s exercise of free speech or association.” The court concluded that Longboats’s claims stemmed from Hatteras’s alleged breach of contract and fiduciary duties, not Hatteras’s right to associate or right of free speech.
Additionally, the court found that Hatteras did not demonstrate that Longboat’s claims involved a matter of public concern. Hatteras cited two California cases interpreting California’s anti-S.L.A.P.P. statute “as support for the proposition that statements related to publicly traded companies and potential investment scams qualify as matters of public concern,” but failed to provide any relevant Texas case law. In any event, the court noted that neither of the companies was a public entity at the time of the statements. Regardless, SCOTX specifically stated that “a private contract dispute affecting only the fortunes of the private parties involved is simply not a ‘matter of public concern’ under any tenable understanding of those words.” (Creative Oil & Gas, LLC, v. Lona Hills Ranch, LLC, 591 S.W.3d 127, 137 (Tex. 2019). The The court concluded that Hatteras ailed to demonstrate that Longboat’s claims involved a matter of public concern and affirmed the trial court.
TCJL Intern George E. Christian researched and prepared the first draft of this article.
