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 II Holdings Manager LLC, and BX Primexx Topco LLC v. Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP
15-25-00014-CV
| Tex. App. | Jun 27, 2025Background
- The appeal arises from litigation between Blackstone Holdings III LP and others (Appellants) and Primexx Energy Opportunity Fund LP and others (Appellees).
- The initial suit (First Lawsuit) was filed in December 2022 and dismissed for improper venue in March 2023. The present suit (Fourth Lawsuit) was filed in October 2024 after two intervening lawsuits.
- Central to the dispute is whether the First and Fourth Lawsuits (along with the intervening suits) constitute a single "entire proceeding" such that a waiver of special appearance in the First applies to the Fourth under Texas Rule 120a.
- Appellants filed a special appearance in the Fourth Lawsuit, seeking to contest personal jurisdiction, arguing the lawsuits are separate proceedings.
- Appellees contend that Appellants waived their special appearance in the Fourth Lawsuit due to prior participation in the earlier suits on the same facts and parties.
- The business court denied Appellants’ special appearance, and Appellants now challenge that ruling on multiple legal grounds, including waiver and lack of specific jurisdiction.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Definition of "entire proceeding" under Rule 120a | Prior related lawsuits are one proceeding due to overlap | Each lawsuit is a distinct proceeding unless transferred | Court holds lawsuits are separate |
| Effect of dismissal without prejudice | Dismissal doesn't erase waiver from prior suit | Dismissal resets parties as if case never filed | Dismissal wipes slate clean |
| Sufficiency of specific jurisdiction pleadings | Investment and receipt of Texas-based proceeds suffice | Investments are indirect and irrelevant, facts insufficient | No specific jurisdiction established |
| Judicial estoppel application | Prior statements in earlier suit bind appellants | No inconsistent statements between the suits | No judicial estoppel |
Key Cases Cited
- Jaster v. Comet II Const., Inc., 438 S.W.3d 556 (Tex. 2014) (Defines “action” and “proceeding” synonymously as an entire lawsuit)
- Waterman Steamship Corp. v. Ruiz, 355 S.W.3d 387 (Tex. App.—Houston [1st Dist.] 2011) (Separate lawsuits with identical facts do not constitute same proceeding for waiver)
- Massachusetts Bay Ins. Co. v. Adkins, 615 S.W.3d 580 (Tex. App.—Houston [1st Dist.] 2020) (Transferred case is the same proceeding for Rule 120a; distinguished from dismissed case)
- Galley v. Apollo Associated Servs., Ltd., 177 S.W.3d 523 (Tex. App.—Houston [1st Dist.] 2005) (Judicial estoppel requires inconsistent sworn statements in prior proceeding)
- Pulmosan Safety Equip. Corp. v. Lamb, 273 S.W.3d 829 (Tex. App.—Houston [14th Dist.] 2008) (Operative facts for specific jurisdiction focus on trial-relevant conduct)