Baylor Law School Professor Beth Miller's Work Guides Pivotal Texas Business Court Ruling

In a flagship opinion of the newly established Texas Business Court, Judge Bill Whitehill prominently cited several articles written by Baylor Law Professor Elizabeth Miller. In Primexx Energy Opportunity Fund, LP v. Primexx Energy Corporation (March 10, 2025), Judge Whitehill addressed important issues concerning fiduciary duties in Texas limited partnerships and the freedom to contract with respect to those duties. The case involved disputes among investors and management over the scope and application of duties owed by those in positions of control in connection with an exit-event sale. Judge Whitehill’s detailed analysis provided much-needed guidance on how statutory provisions interact with partnership agreements, particularly in situations where those agreements modify or limit fiduciary obligations. The opinion has been recognized as a landmark decision for its clarity in interpreting the Texas Business Organizations Code and for providing practical guidance to courts and practitioners interpreting governing documents and other contracts that affect complex intra-entity disputes. Judge Whitehill’s opinion relied on Professor Miller’s analysis of Texas business organizations law to clarify and support key points regarding the interpretation and application of fiduciary duties. The opinion’s multiple references to Professor Miller’s articles underscore the significant influence of Professor Miller’s scholarship on Texas jurisprudence and its practical impact on complex business litigation.