Quintero v. Urban Infraconstruction, 2026 Tex. Bus. 3 (1st Div.) (mem. op.)

2026 Tex. Bus. 3
The Business Court of Texas,
First Division
ESTEBAN QUINTERO and ATS
CONCRETE SERVICES, LLC,
Plaintiffs,
v.
URBAN INFRACONSTRUCTION
LLC and ANUP TAMRAKAR,
Defendants.
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Cause No. 25-BC01A-0022
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Memorandum Opinion and Order on Issues Under Rule 166
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¶1 	Before the Court is the parties’ Rule 166 briefing, which the Court
ordered at the pre-trial hearing held on October 20, 2025, concerning issues
“in the case [that] may be susceptible to adjudication as a matter of law.”
Order on Defs’ Mtn. for PSJ, Pls’ Mtn. for Cont., and Pres. of Issues Under R.
166 (“October 22 Order”) at ¶ 2; see also Tex. R. Civ. P. 166(g); JP Morgan
Chase Bank, N.A. v. Orca Assets G.P., L.L.C, 546 S.W.3d 648, 653 (Tex. 2018).

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Having carefully examined the pleadings, timely-filed briefing and timely-
filed evidence in the summary judgment and Rule 166 record, and taking
judicial notice of the parties’ previous testimony to the Court in this matter,
the Court ORDERS partial judgment in this case as follows.
I. 	Rule 166, Standard of Review, and Burdens of Proof
¶2 	Rule 166 allows a trial court—in its discretion—to direct the
parties and their counsel to appear before the court for a conference in order
“to assist [the Court] in the disposition of the case without undue expense or
burden to the parties.” Tex. R. Civ. P. 166. Subsection (g) allows the Court to
identify legal issues ripe for adjudication before the commencement of trial.
Tex. R. Civ. P. 166(g); JPMorgan Chase Bank, 546 S.W.3d at 653.
¶3 	Aside from ruling on legal issues and disposing of claims and
defenses as a matter of law, see Walden v. Affiliated Computer Servs., Inc., 97
S.W.3d 303, 326 (Tex. App.—Houston [14th Dist.] 2003, pet. denied), Rule
166(g) also permits the Court “to decide matters that, though ordinarily fact
questions, have become questions of law because ‘reasonable minds cannot
differ on the outcome,’” JPMorgan Chase Bank, 546 S.W.3d at 653 (quoting
Walden, 97 S.W.3d at 322). A Rule 166(g) order disposing of claims in which
fact questions have become legal questions “is akin to a summary judgment

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or directed verdict.” Walden, 97 S.W.3d at 323; see also City of Keller v.
Wilson, 168 S.W.3d 802, 823 (Tex. 2005) (equating legal sufficiency test “for
summary 	judgments, 	directed 	verdicts, 	judgments 	notwithstanding 	the
verdict, and appellate no-evidence review”).
¶4 	As there 	is no 	“movant” 	or “non-movant” 	in this context,
judgment in favor of a defending party is appropriate where it has shown that
“there is no genuine issue as to any material fact” and the party “is entitled
to judgment as a matter of law.” Tex. R. Civ. P. 166a(c); see Ford Motor Co. v.
Ridgway, 	135 S.W.3d 598, 600 (Tex. 2004). Such a judgment may be
supported by “uncontroverted testimonial of an interested witness . . . if the
evidence 	is clear, positive 	and direct, 	otherwise 	credible and free from
contradictions and inconsistencies, and could have been readily controverted.”
Tex. R. Civ. P. 166a(c).
¶5 	Judgment in favor of a defending party is not proper if the party
prosecuting the claim “brings forth more than a scintilla of probative evidence
to raise a genuine issue of material fact.” King Ranch, Inc. v. Chapman, 118
S.W.3d 742, 751 (Tex. 2003). “Judgment without or against a jury verdict is
proper at any course of the proceedings only when the law does not allow

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reasonable jurors to decide otherwise.” JPMorgan Chase Bank, 546 S.W.3d at
653 (quoting City of Keller, 168 S.W.3d at 823).
II. 	Plaintiffs’ Claims
A. 	Claims Based on Quintero’s Status as a Member of Urban LLC
¶6 	Plaintiffs ask 	the Court to reconsider the October 	22 Order
granting summary judgment on all claims predicated on Plaintiff Quintero’s
claimed status as a member in Urban Infraconstruction LLC (“Urban LLC”).
Plaintiffs argue that new evidence “prove[s] Quintero’s claims that he is a
member of Urban and contributed capital to become a member.” Pls’ New
Evid. Brief and Req. to Reconsider (unredacted) (“Pls’ R. 166 Brief”) at p. 3.
The Court finds that the new evidence proffered does not raise a fact issue on
whether Quintero is a member of Urban LLC.
¶7 	There remains no question that the business Quintero refers to as
“the Urban partnership” (see Pls’ Pet. at ¶¶ 6, 10, 26) is a formally organized
Texas limited liability company. See Defs’ PSJ Mtn. Ex. 1-A. And as a matter
of law, a limited liability company cannot be a general partnership, nor can a
general partnership be a limited liability company. T EX . BUS . ORG. C ODE §
152.051(c); see Super Star Int’l, LLC v. Fresh Tex Produce, LLC, 531 S.W.3d
829, 839 	(Tex. App.—Corpus Christi-Edinburg 	2017) (stating 	that LLC

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“created under the business organizations code statute governing limited
liability companies, by default is not a partnership”). Accordingly, the Court
looks solely for evidence that Quintero became a member of Urban LLC—a
limited liability company.
¶8 	The Court previously ruled Quintero is not a member of Urban LLC.
See October 22 Order at ¶ 1(a). Quintero argues he is a member, but his
pleadings are unclear as to how his membership was effectuated. From the
outset, and consistently over the course of the case, Plaintiffs have presented
a multitude of irreconcilable theories.
• 	Plaintiffs pleaded: “To be clear, Quintero has maintained his
partnership interest with Tamrakar in both Urban and ATS at all
times. His partnerships with Tamrakar are the sole member of
Urban and ATS.” Pls’ Pet. at ¶ 26.
• 	Simultaneously, Plaintiffs pleaded: “Tamrakar and Quintero are
equal partners/members in Urban and ATS.” Pls’ Pet. at ¶ 37.
• 	At summary 	judgment, 	Plaintiffs 	argued, 	“Tamrakar 	had an
absolute 	duty 	of candor to inform Quintero 	(1) that “Urban
Infraconstruction 	LLC” 	was 	not 	the 	same 	as 	‘Urban
Infraconstuction’ the partnership they formed” and “(4) that he

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executed a secret operating agreement making himself the sole
‘member’ of Urban Infraconstruction LLC.” Pls’ Resp. to PSJ Mtn.
at p. 10.
• 	And most recently: “The forgoing new evidence, when taken with
the evidence already gathered in this case, confirms Quintero is a
member in Urban, having invested in Urban at the outset as a
member” and “the recently produced documents confirm Plaintiff
Quintero’s 	claims 	that 	he 	and 	Amador’s 	contributions 	were
capital contributions to Urban, and that they were owners and
members in Urban.” Pls’ R. 166 Brief at pp. 15, 17 (emphasis in
original).
While Quintero asserts numerous claims predicated on his alleged status as a
member of Urban LLC, his pleadings and briefing are inconsistent and unclear
on how he contends he became a member.
¶9 	The Court thus turns to the Texas Business Organizations Code to
determine whether Quintero has provided any evidence of any event that
would, by law, support Quintero’s claim of membership in Urban LLC. The
statue defines a “member” of a limited liability company as “a person who has
become, and has not ceased to be, a member in the limited liability company

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as provided by its governing documents or [the Texas Business Organizations
Code].” T EX . BUS . ORG. C ODE § 1.002(53). In the instant case, it is undisputed
that Urban LLC’s governing documents do not identify Quintero as a member
of the company.
¶10 	Section 	101.103 	of 	the 	Texas 	Business 	Organizations 	Code
provides three ways in which a person may become a member of a limited
liability company. T EX . BUS . ORG. C ODE § 101.103. First, “a person becomes a
member of the company on the date the company is formed if the person is
named as an initial member in the company’s certificate of formation.” Id.
Here, again, it is undisputed that Quintero is not identified as an initial
member of Urban LLC in Urban LLC’s Certificate of Formation. See Defs’ PSJ
Mtn. Ex. 1-A.
¶11 	Next, a person “not named as an initial member in the company’s
certificate of formation becomes a member” upon the latest of three events:
“(1) the date the company is formed; (2) the date stated in the company’s
records as the date the person becomes a member of the company; or (3) . . .
the date the person’s admission to the company is first reflected in the
company’s records.” T EX . BUS . ORG. C ODE § 101.103(b). In this case, there is
simply no evidence in the record that any of these events ever occurred. It is

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undisputed that no company records affirmatively 	identify Quintero as a
member of Urban LLC.
¶12 	Finally, Section 101.103 	provides: “[a] person who, after the
formation of a limited liability company, acquires directly or is assigned a
membership interest in the company or is admitted as a member of the
company without acquiring a membership interest becomes a member of the
company on approval or consent of all of the company’s members.” T EX . BUS .
ORG. C ODE § 101.103(c). 	Quintero does not contend he was admitted as a
member after Urban LLC’s formation, making this provision inapposite. In
fact, Quintero does not plead or offer proof that he ever sought or obtained
admittance as a member to a limited liability company. Rather, Quintero
unequivocally testified to having believed he and Tamrakar (with or without
Amador) were forming an oral general partnership. See Pls’ Pet. at ¶ 10;
Quintero Aff.1 at ¶ 3; TI hearing transcript at pp. 46-49. There is simply no
evidence that Quintero was admitted as a member of Urban LLC, and the
Court cannot manufacture such status in place of the consideration for which
1 References to “Quintero Aff.” refer to the affidavit attached to Plaintiffs’ response to
Defendants’ motion for partial summary judgment.

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Quintero pleaded and testified he actually bargained—an interest in an oral
general partnership.
¶13 	Plaintiffs’ request for reconsideration of summary judgment cites
new evidence which consists of Urban LLC’s 2015 Balance Sheet, a document
reflecting “Owner Equity” of $40,276.26.2 See Pls’ R. 166 Brief App. at p. 2.
Plaintiffs argue that Quintero’s $10,000 deposit proves that he is a member
of Urban LLC. But Plaintiffs cite no case law for the proposition that evidence
of a deposit, standing alone, evidences admission as a member of a company—
and the Court has found none. Cf. T EX . BUS . ORG. C ODE § 101.102 (stating that
capital contribution is not required to acquire membership in LLC). As a
matter of fact, Texas law is clear that a company’s distributions shall be
allocated amongst the members of the company “on the basis of the agreed
value of the contributions made by each member, as stated in the company’s
records required under Section 101.501.” Sohani v. Sunesara, 546 S.W.3d 393,
407 (Tex. App.—Houston [1st Dist.] 2018) (emphasis in original); see T EX .
BUS . ORG. C ODE § 101.201. Oral testimony of a contribution to a limited
2 The parties agree that this amount includes a $10,000 deposit from Quintero. The parties
dispute whether Quintero’s $10,000 deposit was a loan—as Tamrakar contends—or a
capital contribution as a member and owner—as Quintero contends.

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liability company must be accompanied by “written evidence or records of the
[company] demonstrating his contributions.” Sohani, 546 S.W.3d at 407; see
T EX . BUS . ORG. C ODE § 101.501 (listing company records, which does not
include balance sheets).
¶14 	The Sohani case is similar to this one. See generally Sohani, 546
S.W.3d 393. There, three individuals—two related, and the third a friend—
having known each other for decades, went into business together. Multiple
business entities were formed, and Sunesara sought to 	demonstrate 	his
entitlement to one-third of the profits of three limited liability companies
based on his testimony of contributions to those entities. See id. at 407. But
the appellate court rejected Sunesara’s arguments, relying on the express
statutory language in Sections 101.201 and 101.501 of the Texas Business
Organizations 	Code. 	See 	id. 	The 	court 	determined 	that 	“[a]ccepting
Sunesara’s argument that his oral testimony that he made contributions to the
LLCs establishes his entitlement to [profits], in the absence of any written
evidence or records of the LLCs demonstrating his contributions, would be
contrary 	to 	the 	plain 	language 	of 	both 	section 	101.201 	and 	section

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101.501(a)(7).”3 Id. The court thus held that “[b]ecause Sunesara was not
assigned a share of profits in the company agreements and presented no
evidence that he was entitled to a one-third share of profits in the LLCs, he
was not entitled to a share in profits as a matter of law.” Id. at 408. The instant
case is no different: Plaintiffs’ new evidence does not create a fact issue as to
whether Quintero is a member of Urban LLC, as it is indistinguishable from
Sunesara’s testimony of his own contributions in Sohani.
¶15 	Quintero has submitted no evidence of admission as a member of
Urban LLC “as provided by its governing documents or” the Code. See T EX .
BUS . ORG. C ODE §§ 1.002(53)(A); 101.103. And as demonstrated in the Code,
membership is not contingent upon—or proven by—evidence of a capital
contribution to the company. T EX . BUS . ORG. C ODE § 101.102(b). There is no
evidence raising a genuine issue of material fact on whether Quintero is a
member of Urban LLC. The Court re-states its previous conclusion that, as a
matter of law, he was not.
3 Sunesara did attempt to furnish written evidence in the form of a tax return and company
records from earlier-formed entities but the appellate court held that Sunesara had not
provided any law establishing that “the records from the earlier-formed entities became
records of the new LLCs.” Sohani, 546 S.W.3d at 407. Those records thus did not establish
ownership in the LLCs at issue. Id.

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¶16 	To the extent Quintero may be contending, through his various
pleadings and arguments, that a partnership was formed with Tamrakar, and
that such partnership became a member of the LLC, the same problems follow.
There is no evidence that a partnership acquired membership according to the
company’s governing documents or the Code. And importantly, even if such a
theory was supported by some evidence, it would not entitle Quintero to relief
because he has not sued on behalf of any alleged partnership; Quintero would
not be entitled to relief in his individual capacity for claims belonging to that
partnership. See Pike v. Texas EMC Mgmt., LLC, 610 S.W.3d 763, 779-80
(Tex. 2020).
¶17 	Consequently, summary judgment was properly granted in favor
of Defendants on all Plaintiffs’ claims predicated on Quintero’s claim that he
is a member of Urban LLC. The Court again, on reconsideration, ORDERS
judgment in favor of Defendants on such claims, specifically: declaratory
judgment that Quintero is, among other things, a founding partner of Urban
LLC, demand for accounting and to inspect Urban LLC’s books and records,
and breach of fiduciary duties with respect to Urban LLC, as well as breach of

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contract relating to an accounting, inspection of books and records, and other
rights, including profits, from Urban LLC.4
B. 	Breach of Contract
¶18 	Plaintiffs 	sued 	Defendants 	for 	breach 	of 	contract 	citing 	a
partnership agreement that purportedly governed the Urban partnership (“the
Urban partnership agreement”) and a second partnership agreement that
purportedly 	governed ATS. See 	Pls’ Pet. at ¶ 33. “Whether an alleged
agreement constitutes an enforceable contract is generally a question of law.”
Shin-Con Dev. Corp. v. I.P. Invs., Ltd., 270 S.W.3d 759, 765 (Tex. App.—
Dallas 2008, pet. denied). As per its October 22 Order, the parties briefed
whether the alleged Urban partnership agreement was sufficiently definite to
be enforceable. Having examined the briefing, the Court determines that the
issue must be resolved as a matter of law in favor of Defendants.
¶19 	Quintero 	maintains 	that 	in 	2015, 	he, 	Meliton 	Amador, 	and
Tamrakar entered into an “agreement to form a partnership to perform
construction services, to be equal owners in the business, and to share equally
4 The Court notes that Plaintiffs relied solely on Quintero’s alleged status as a member of
Urban LLC as the basis for contractual relief and offered no argument or evidence of any
separate contract that would entitle Quintero to an accounting, inspection of books and
records, or a share of the profits of Urban LLC.

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in the profits of the business” (“the Urban Partnership”). Pls’ Pet. at ¶ 13; see
Quintero Aff. at ¶ 3. In pursuit of this endeavor, each agreed to contribute
$20,000 cash. See Pls’ Pet. at ¶ 13; Quintero Aff. at ¶ 4. Quintero claims he
contributed $10,000 cash and $10,000 in the form of a truck and a trailer. See
id. at ¶ 5. According to Quintero, the three also agreed to quit their full-time
jobs and to work at Urban at a reduced salary for some time. See Pls’ Pet. at ¶
13; Quintero Aff. at ¶ 6.
¶20 	Other terms included monies to Quintero to “build a modest house
in Mexico,” to “purchase ranch land outside of Dallas,” to “pay private school
tuition 	for 	Quintero’s children,” 	and to 	make 	“charitable 	donations 	to
Quintero’s 	church 	and 	home 	town 	in 	Mexico 	from 	time 	to 	time, 	as
opportunities presented themselves.” 	Pls’ Pet. at ¶ 15. The only written
evidence proffered by Quintero of these promises is a children's menu from
Hoffbrau Steak & Grill House with handwritten bullet points purporting to list
the promises made (“the Hoffbrau Kids Menu”). See Pls’ Resp. to PSJ Mtn. at
p. 111. No names or signatures appear on the Hoffbrau Kids Menu. See id.
¶21 	As evident in their Petition, the failure to keep these alleged
promises formed the basis of Plaintiffs’ breach of contract claim. Specifically,
Plaintiffs pleaded:

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Tamrakar 	entered into 	a partnership 	agreement to form 	and
operate 	Urban. 	Tamrakar 	and 	Urban 	have 	breached 	the
partnership agreements with Quintero by, among other things: a.
failing to distribute profits to Quintero in an amount equal to
distributions made to Tamrakar or his designees; b. . . . diverting
profits by overpaying Tamrakar salary and bonuses; c. . . . paying
Tamrakar 	salary 	and bonuses far in excess of those paid to
Quintero, without Quintero’s consent or agreement; . . . f. failing
to pay school tuition for Quintero’s children; g. failing to purchase
a ranch in Texas in Quintero’s name; h. failing to pay to complete
construction of the house in Mexico; . . . k. failing to make
charitable donations to Quintero’s church.
Pls’ Pet. at ¶ 33.
¶22 	Now, Plaintiffs claim that certain promises—including school
tuition, the ranch in Texas, a home in Mexico, etc.—were not a part the Urban
partnership agreement. Plaintiffs now argue: “In an attempt to characterize
the 	parties 	[sic] 	agreements 	as 	‘lacking 	essential 	and 	definite 	terms’
Defendants first create a strawman, pointing the Court to the Hoffbrau Kids
Menu. Defendants then falsely assert that the Kids Menu reflects the ‘material
terms’ of Plaintiff Quintero’s oral agreement with Tamrakar to form Urban
LLC . . ..” Pls’ Resp. to Defs’ R. 166 Brief at ¶ 34 (second emphasis in original).
Plaintiffs add that “Tamrakar’s and Quintero’s emails regarding that Kids
Menu confirm the fact those ‘life goals’ were not a material part of their
original agreement, or even their recommitment to that agreement.” Id. at ¶¶

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34, 38 (emphasis in original). Litigants cannot change horses midstream.
Having pleaded that what they now characterize as “life goals” were, in fact,
promises made as part and parcel of the Urban partnership agreement, the
Court treats them as such.
¶23 	“[T]o be legally binding, a contract must be sufficiently definite
in its terms so that a court can understand what the promisor undertook.” T.O.
Stanley Boot Co., Inc. v. Bank of El Paso, 847 S.W.2d 218, 221 (Tex. 1992). “If
the agreement upon which the plaintiff relies is so indefinite as to make it
impossible for the court to determine the legal obligations and liabilities of the
parties, it is not an enforceable contract.” Searcy v. DDA, Inc., 201 S.W.3d
319, 322 (Tex. App.—Dallas 2006, no pet.).
¶24 	Here, the specific items are facially indefinite. Not only do the
terms lack any deadline for performance, but they are also devoid of any
reference to a verifiable size, amount, or value. A “ranch” might be fifteen
hundred acres to a native Texan, or twenty to a northern urbanite. The term
concerning school tuition is equally vague, capable of including any number
of educational pursuits. In point of fact, in an email to Tamrakar, Quintero
describes the house to be constructed in Mexico as “[n]othing too extravagant”
and the ranch in Texas to be presumably large enough for “horses, sheep, and

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some poultry.” Pls’ Resp. to PSJ Mtn. at p. 108. Moreover, one of Quintero’s
children’s tuition would include tuition for a trade school but the others “have
to earn it.” Id. No reasonable fact-finder could determine when, if ever, any
attempted 	performance 	of 	such 	promises 	was 	sufficient 	or 	complete.
Accordingly, the Court ORDERS judgment as a matter of law in favor of
Defendants on Plaintiffs’ 	claims for breach of contract arising out of a
purported Urban partnership agreement.
III. 	Defendants’ Affirmative Defense of Limitations
¶25 	The October 22 Order partially granted Defendants’ motion for
partial summary judgment on Plaintiffs’ fraud claims, concluding that they
were barred by the four-year statute of limitations. See October 22 Order at ¶
1(b); see also T EX . C IV . PRAC. & R EM . C ODE § 16.004(a)(4); Anderson v. Cocheu,
176 S.W.3d 685, 690 (Tex. App.—Dallas 2005). By this order, the Court
clarifies its prior order as to fraud and amends the order to include Plaintiffs’
claims for unjust enrichment.
A. 	Fraud
¶26 	As to fraud, the Court ordered that “limitations bars fraud claims
of Quintero 	arising 	from 	alleged misrepresentations 	concerning: (1) 	the
formation of a partnership between Quintero and Tamrakar; (2) Defendant

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Anup Tamrakar’s formation of a limited liability company; and (3) Quintero’s
ownership in the same.” October 22 Order at ¶ 1(b). That order reflected the
Court’s determinations that, as a matter of law, Plaintiffs knew or reasonably
should have known of any fraud claims predicated on misrepresentations
concerning the formation of Urban LLC no later than November 2015, and
likewise 	knew 	or 	reasonably 	should 	have 	known 	of 	any 	fraud 	claims
predicated on misrepresentations of Quintero’s status as a member, including
his rights concerning the books, records, and profits from Urban LLC, no later
than 2016. Those determinations were based on uncontroverted evidence—
primarily, the testimony of Quintero, himself—along with other undisputed
and uncontroverted facts in the record:
• 	In November 2015, Quintero’s purported “initial contribution” to
the alleged Urban partnership was deposited into a bank account
for Urban LLC, a bank account to which Quintero had access,
establishing as a matter of law his knowledge of that entity’s
existence as a limited liability company—and not a partnership—
as of that date. See Quintero Aff. at ¶ 13; Pls’ Resp. to PSJ Mtn.
(Ex. 	1 Wells 	Fargo 	bank 	statement 	excerpts) 	at 	pp. 	112-15

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(reflecting $10,000 deposit on November 2, 2015 and identifying
account holder as “Urban Infraconstruction LLC”).
• 	The obligations Quintero contends Tamrakar undertook as part of
their 	alleged 	partnership 	agreement 	were 	already 	failing 	to
materialize 	both 	before and shortly 	after 	Quintero 	deposited
money into the Urban LLC bank account in November 2015.
Specifically, Tamrakar did not quit his full-time job to focus on the
alleged 	partnership 	or 	contribute 	the 	$20,000 	he 	allegedly
promised in the beginning. See Quintero Aff. at ¶¶ 4, 8, 12, 13; Pls’
Pet. at ¶¶ 13-15.
• 	According to Plaintiffs’ own pleadings, Tamrakar had already
“changed” the alleged terms of their agreement, unilaterally,
prior to Amador’s exit from the business. Pls’ Pet. at ¶ 15; see also
Pls’ Pet. at ¶ 10, n. 1 (pleading that Amador exited the business
within approximately the first six months of its existence due to
“dissatisf[action]”).
• 	Quintero began voicing concerns to Tamrakar as early as 2016
about not being treated as a partner, not receiving profits, and not
being given access to information about profits, losses, or specific

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project revenue. See Defs’ PSJ Mtn. (Ex. 2 Quintero Dep. at pp.
56-62).
• 	Quintero never—over the course of almost nine years—received
any tax documents regarding Urban LLC. See Quintero Aff. at ¶
42.
On these and other undisputed and uncontroverted facts, taking Quintero’s
testimony as true, the Court concludes that—as a matter of law—Quintero
knew or should have known of his claims no later than 2016, and certainly
before 2021 (four years before suit was filed in 2025), rendering them time-
barred.
¶27 	Plaintiffs’ arguments concerning application of a discovery rule
and fraudulent concealment were, and remain, unavailing. Because Quintero
knew of, or should have discovered, the alleged fraud through reasonable
diligence no later than 2016, any alleged subsequent fraudulent concealment
is irrelevant. See Hooks v. Samson Lone Star, Ltd. P'ship, 457 S.W.3d 52, 57-
59 (Tex. 2015); Exxon Corp. v. Emerald Oil & Gas Co., L.C., 348 S.W.3d 194,
203 (Tex. 2011); see also Valdez v. Hollenbeck, 465 S.W.3d 217, 229-30 (Tex.
2015) (explaining discovery rule applies “to injuries that are both inherently
undiscoverable 	and 	objectively 	verifiable”). 	Neither 	theory 	extends

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limitations where a plaintiff knows, or through reasonable diligence should
have known, of the alleged harm from the outset. See Hooks, 457 S.W.3d at
57-59; Emerald Oil, 348 S.W.3d at 203 (declining to reach discovery rule or
fraudulent concealment based on owners’ actual knowledge of claims more
than two years before filing suit).
¶28 	Here, again, the record is clear that Quintero knew Tamrakar had
not performed his alleged promises to quit his job and contribute $20,000 to
the business, knew that Urban LLC had been formed, knew that he was
depositing money into a bank account owned by Urban LLC, and knew that
Tamrakar was allegedly “changing” the terms of their partnership, prompting
Amador’s exit. See ¶ 26, supra. And he knew all of those things by 2016. His
knowledge in fact prompted him to question why he was not being treated like
a partner or receiving appropriate profit distributions. See Defs’ PSJ Mtn. (Ex.
2 Quintero Dep. at pp. 56-62). His claims, then, cannot be saved by the
discovery rule or allegations of subsequent fraudulent concealment. See Hooks,
457 S.W.3d at 59 (holding actual knowledge of harmful conduct triggers
limitations period regardless of any fraudulent concealment (citing Emerald
Oil, 348 S.W.3d at 209)).

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¶ 29 	On such a record, the Court concluded, and still concludes, that
Defendants were entitled to summary judgment on limitations grounds. For
clarification 	of 	the 	scope 	of 	that 	ruling, the 	Court ORDERS 	summary
judgment in favor of Defendants on Plaintiffs’ fraud claims relating to Urban
LLC; Plaintiffs’ fraud claims concerning the business of ATS remain pending.
B. 	Unjust Enrichment
¶30 	Plaintiffs also pleaded in the alternative that Quintero is entitled
to damages under the doctrine of unjust enrichment. While Defendants’
original summary judgment motion sought to attack all of Plaintiffs’ claims,
Defendants failed to specifically address the two-year statute applicable to
Plaintiffs’ unjust enrichment claim (see generally Defs’ PSJ Mtn.; see also
Elledge v. Friberg-Cooper Water Supply Corp., 240 S.W.3d 869, 870 (Tex.
2007) (stating that “two-year limitations period applies to unjust enrichment
claims”)); consequently, the Court asked the parties to address it under Rule
166. See Defs’ R. 166 Brief at p. 15. The Court finds this claim time-barred.
¶31 	A party seeking to recover under the theory of unjust enrichment
must prove that another has “obtained a benefit . . . by fraud, duress, or the
taking of an undue advantage.” Heldenfels Brothers, Inc. v. City of Corpus
Christi, 832 S.W.2d 39, 41 (Tex. 1992). In this case, Plaintiffs’ 	unjust

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enrichment claims fail for the same reason that his fraud claims fail. See Part
III(A), supra.
¶32 	Plaintiffs brought this claim as an alternative theory in the event
(as has occurred here) that Quintero is found not to be a member of Urban LLC.
The relevant facts are the same for this theory as for fraud; the record remains
the 	same 	concerning 	Quintero’s 	knowledge 	of 	Urban 	LLC’s 	existence,
Tamrakar’s failure to fulfill his alleged promises and his unilateral changing
of the terms of their alleged partnership, and the like. See ¶ 26, supra.
Accordingly, Plaintiffs’ alleged injuries were known, or should have been
known, to Plaintiffs more than two years before suit was filed in 2025.
Accordingly, the Court ORDERS judgment as a matter of law in favor of
Defendants on Plaintiffs’ alternative theory of unjust enrichment.
IV. 	Defendants’ Counterclaim for Declaratory Judgment
¶33 	Defendants’ 	counterclaim for declaratory 	judgment fails as a
matter 	of 	law. 	“[A] 	defendant 	may 	not 	bring 	a 	declaratory-judgment
counterclaim that merely mirrors or repackages defenses to the plaintiff’s
claims.” CRS Mechanical v. Norfolk Cold Storage, 2025 Tex. Bus. 46, ¶ 9 (8th
Div. 2025) (mem. op.). That is precisely the case here. Quintero sought
declarations that he was an equal partner in the Urban partnership and related

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declarations. See Pls’ Pet. at ¶ 31. Defendants seek mirror image declarations:
that Urban LLC is a limited liability company, that Plaintiff Quintero is not a
member 	of 	Urban 	LLC, 	and 	related 	declarations. 	See 	Defs’ 	First 	Am.
Counterclaim at ¶ 21.
¶34 	“A 	DJA 	counterclaim 	is 	permissible 	only 	if 	it 	has 	greater
ramifications than the issues already before the court. A counterclaim has
greater ramifications if it seeks affirmative relief.” CRS Mechanical, 2025
Tex. Bus. 46, at ¶ 10 (internal citation omitted). Defendants’ failure to seek
affirmative relief or to seek a declaration of rights beyond the scope of the
issues already raised by Plaintiffs’ affirmative claims renders Defendants’
counterclaim 	superfluous 	and 	impermissible. 	The 	Court 	thus 	ORDERS
judgment as a matter of law in favor of Plaintiffs on Defendants’ claim for
declaratory relief.
V. 	Order Granting Judgment as a Matter of Law
¶35 	IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED
that Plaintiffs take nothing by their claims for declaratory relief, for demand
for accounting and inspection of books and records of Urban LLC, for breach
of 	contract 	against 	Defendants 	concerning 	Urban 	LLC 	or 	an 	alleged

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partnership 	agreement governing 	Urban 	LLC, 	and for fraud 	and unjust
enrichment for claims relating to Urban LLC.
¶36 	IT IS FURTHER ORDERED, ADJUDGED, AND DECREED that
Defendants take nothing by their claims for declaratory relief.
¶37 	Plaintiffs’ claims for breach of contract, breach of fiduciary duty,
and fraud relating to the business of ATS and alternative claim for quantum
meruit and Defendants’ claim for conversion remain pending and will proceed
to jury trial as set.
____________ 	____________
ANDREA K. BOURESSA
Judge of the Texas Business Court,
First Division
SIGNED ON: January 26, 2026.