R & M Mixed Beverage Consultants, Inc. v. Safe Harbor Benefits, Inc., USG Insurance Services, Inc., Ryan Specialty Group Services, LLC, and Ryan Specialty Group, LLC, 578 S.W.3d 218

Background

R&M Mixed Beverage Consultants (owner of Mavericks Bar & Grill) purchased liquor-liability coverage issued by Indemnity Insurance of DC Group (an RRG) in 2008 with renewals through 2010; Safe Harbor (agent) and USG (wholesale broker) facilitated placement and provided written disclosures about Indemnity’s RRG status and A‑ rating.
Indemnity later suffered financial collapse; by 2013 A.M. Best downgraded it and Delaware placed it in rehabilitation and ultimately liquidation; Indemnity’s counsel withdrew and R&M faced uninsured exposure in dram‑shop suits.
R&M sued Safe Harbor, USG, and entities linked to WKF&C (later purchased by related Ryan entities), alleging negligence, DTPA and Insurance Code violations, negligent misrepresentation, and successor/alter-ego liability for WKF&C’s conduct.
The trial court granted summary judgment for Ryan Specialty Group (on successor/alter‑ego theory) and for Safe Harbor and USG (on negligence, DTPA and Insurance Code claims); R&M appealed.
The court affirmed: (1) no evidence to pierce corporate veil or show successor liability as to Ryan entities; (2) no evidence Safe Harbor/USG knew or should have known of Indemnity’s insolvency or otherwise breached duties; policy disclosures and R&M’s signed acknowledgment undermined DTPA/Insurance Code claims.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Ryan entities are liable as successors or alter egos of WKF&C	Ryan’s asset purchase was a sham to avoid liabilities; alter‑ego/successor liability should apply	Purchase was arm’s‑length; Ryan entities did not acquire liabilities; no evidence of fraud or commingling to pierce veil	Court: grant summary judgment for Ryan — no evidence of actual fraud or other basis to pierce corporate veil; no successor liability
Whether Safe Harbor/USG breached duty by procuring insurance from Indemnity (unauthorized/insolvent carrier)	Agents should have ensured insurer solvency and not placed R&M with dangerous RRG; red flags existed	Indemnity was registered as an RRG, carried an A‑ rating during placement/renewals, disclosures were given; no knowledge of insolvency at time of placement	Court: grant summary judgment for Safe Harbor/USG — Indemnity was authorized; no evidence defendants knew or should have known of impending insolvency
Whether Safe Harbor/USG breached duty to procure requested coverage or warn of RRG risks	Safe Harbor failed to explain RRG risks and USG failed to secure alternative admitted coverage	Defendants provided required written notices, plaintiff signed acknowledgment; brokers/underwriters lacked duty to personally explain beyond agent’s disclosures	Court: grant summary judgment — statutory notice appeared in policy and written acknowledgments rebut negligence and Insurance Code claims
Whether DTPA/negligent‑misrepresentation claims survive summary judgment	Misrepresentations about insurer rating, policy nature, and premium use made plaintiffs rely to their detriment	Statements were true or disclosed (A‑ rating, RRG nature); premiums purchased valid policies at the time; no actionable misrepresentation	Court: grant summary judgment — no scintilla of evidence of false statements or actionable deceptive practices

Key Cases Cited

Valence Operating Co. v. Dorsett, 164 S.W.3d 656 (Tex. 2005) (standards for reviewing summary-judgment rulings)
Lightning Oil Co. v. Anadarko E&P Onshore, LLC, 520 S.W.3d 39 (Tex. 2017) (no‑evidence summary judgment standard)
Amedisys, Inc. v. Kingwood Home Health Care, LLC, 437 S.W.3d 507 (Tex. 2014) (traditional summary judgment burdens)
SSP Partners v. Gladstrong Investments (USA) Corp., 275 S.W.3d 444 (Tex. 2008) (limits on piercing corporate veil; need for abuse/fraud)
Formosa Plastics Corp., USA v. Kajima Intern., Inc., 216 S.W.3d 436 (Tex. App.—Corpus Christi 2006) (separate corporate entities generally respected)
King Ranch, Inc. v. Chapman, 118 S.W.3d 742 (Tex. 2003) (more than a scintilla standard)
Higginbotham & Associates, Inc. v. Greer, 738 S.W.2d 45 (Tex. App.—Texarkana 1987) (insurer‑insolvency agent liability requires knowledge or constructive notice of insolvency)