The Texas Court of Appeals recently affirmed a ruling concerning the jurisdiction of Blackstone Holdings III LP and its affiliates in a legal dispute with Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP. The court's decision, issued on October 27, 2026, has significant implications for how consent to jurisdiction is interpreted in ongoing litigation.

The case, docketed as 15-25-00014-CV, revolves around a complex series of lawsuits stemming from a contentious sale of Primexx Resource Development LLC, an energy company operating in the Delaware Basin. The court's ruling clarifies that Blackstone's earlier actions in a related lawsuit effectively waived their right to contest personal jurisdiction in subsequent filings.

Background

The parties involved in this case include the Blackstone Appellants, which are a group of Delaware entities affiliated with the private-equity firm Blackstone, Inc., and the Primexx Funds, which are minority investors in the Partnership that owned Primexx Resource Development. The dispute began when the Blackstone Appellants allegedly acquired a majority interest in the energy company in 2016. The Primexx Funds, as minority investors, claimed they suffered significant financial losses following the sale of the company to Callon Petroleum Operating Company in 2021.

The Blackstone Appellants and the Primexx Funds have been engaged in legal battles since December 2022, when the Funds filed a lawsuit against the Blackstone Appellants and other parties, alleging breaches of statutory and contractual duties related to the sale. The Blackstone Appellants initially filed a motion to dismiss based on a forum-selection clause in the Partnership Agreement, which they argued granted exclusive jurisdiction to federal courts in Dallas. This motion was granted, leading to a series of refiled lawsuits across different courts.

The Ruling

The Texas Court of Appeals ruled that the Blackstone Appellants had waived their right to contest personal jurisdiction by making a general appearance in the initial lawsuit. The court stated, "the Blackstone Appellants consented to litigate these claims in at least the 298th District Court of Dallas County, Texas." The court reasoned that since the current lawsuit is fundamentally the same as the first, involving the same parties and claims, the Blackstone Appellants' earlier consent to jurisdiction applies to this case as well.

The opinion emphasized that the nature of the consent was crucial, noting that the Blackstone Appellants had agreed to personal jurisdiction in Texas courts when they filed their initial response to the lawsuit. The court highlighted that the Blackstone Appellants' actions in the first suit, including seeking affirmative action from the court, demonstrated their acceptance of jurisdiction.

Impact

This ruling has significant implications for the Blackstone Appellants and potentially for other entities involved in similar disputes. By affirming the lower court's decision, the Texas Court of Appeals has established that consent to jurisdiction can carry over across multiple lawsuits involving the same parties and claims. This sets a precedent that could affect how businesses approach jurisdictional issues in future litigation.

The ruling also reinforces the importance of understanding the implications of forum-selection clauses and general appearances in legal proceedings. Companies may need to be more cautious in how they engage with lawsuits, as their actions can have lasting effects on their ability to contest jurisdiction later.

What's Next

It remains to be seen whether the Blackstone Appellants will seek to appeal this ruling to a higher court. As of now, there are no indications of a related case pending that would affect this decision. The outcome of this case will likely influence how similar disputes are handled in Texas and beyond.