Primexx Energy Opportunity Fund v. Primexx Energy Corporation, 2025 Tex. Bus. 26 (1st Div.) (mem. op.)

2025 Tex. Bus. 26
The Business Court of Texas,
1st Division
PRIMEXX ENERGY
OPPORTUNITY FUND, LP and
PRIMEXX ENERGY
OPPORTUNITY FUND II, LP,
Plaintiffs,
v.
PRIMEXX ENERGY
CORPORATION, M.
CHRISTOPHER DOYLE,
ANGELO ACCONCIA,
BLACKSTONE INC.,
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 LLS, BX PRIMEXX
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Cause No. 24-BC01B-0010
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
7/16/2025

MEMORANDUM O PINION, Page 2
TOPCO LLC, and BPP HOLDCO
LLC, Defendants
═══════════════════════════════════════
MEMORANDUM O PINION
═══════════════════════════════════════
[¶ 1] Angelo Acconcia and Blackstone Inc. filed special appearances.
Having considered those special appearances, the responses, the pleadings,
the materials on file, and counsels’ arguments, the court concluded that it
lacked personal jurisdiction over those defendants, granted their special
appearances, and dismissed the claims against them.
[¶ 2] The court concluded that the evidence fails to establish that
PEOFs’ claims against Acconcia arise from his purposeful contacts with
Texas, and so the court lacks specific personal jurisdiction over him. Because
PEOFs’ Blackstone Inc. arguments are rooted in Acconcia’s actions as their
agent, the court lacks jurisdiction over Blackstone Inc. too. 	Moreover,
Acconcia’s forum contacts are attributable to a different entity, not Blackstone
Inc.
I. 	BACKGROUND
[¶ 3] Because the court previously released several opinions in this
action, it discusses only the facts relevant to the present issues. See 2025 Tex.

MEMORANDUM O PINION, Page 3
Bus. 5; 2025 Tex. Bus. 9; 2025 Tex. Bus. 13; 2025 Tex. Bus. 21. The court
uses abbreviations consistent with those opinions.1
A. Procedural History
[¶ 4] PEOFs filed their Original Petition (Pet.) on October 25, 2024.
[¶ 5] Acconcia filed his special appearance, and the parties briefed the
issue.2
[¶ 6] In January 2025, PEOFs filed a First Amended Petition (FAP)
adding Blackstone Inc. as a defendant.
[¶ 7] Later, Blackstone Inc. filed its special appearance.3 PEOFs
opposed 	Blackstone 	Inc.’s 	special 	appearance 	and 	supplemented 	their
opposition to Acconcia’s special appearance on March 7, 2025.4 The March
seventh filings included in support confidential evidence obtained through
discovery.
1 	E.g., 	Third 	Amended 	Partnership 	Agreement 	(TAPA); 	Plaintiffs 	Primexx 	Energy
Opportunity Fund LP and Primexx Energy Opportunity Fund II (PEOFs); Defendant BPP
HoldCo LLC (BPP HoldCo); Primexx Energy Corporation (PEC); Primexx Energy Partners
(PEP).
2 Acconcia’s 10/30/2024 Special Appearance (Acconcia’s Br.); PEOFs’ 11/1/2024
Opposition (PEOFs’ Opp. to Acconcia); Acconcia’s 11/4/2025 Reply (Acconcia’s Reply).
3 Blackstone Inc.’s 2/14/2025 Special Appearance (Blackstone Br.).
4 	PEOFs’ 	3/7/2025 	Opposition 	(PEOFs’ 	Opp. 	to 	Blackstone); 	PEOFs’ 	3/7/2025
Supplemental Opposition (PEOFs’ Suppl. Opp. to Acconcia).

MEMORANDUM O PINION, Page 4
[¶ 8] On March 10, 2025, the court entered 2025 Tex. Bus. 9, granting
in part other defendants’ summary judgment motion (MSJ Opinion).
[¶ 9] Later, in response to questions from the court whether PEOFs
intended to (i) file an amended pleading and (ii) take more jurisdictional
discovery regarding the special appearances, PEOFs asked the court to decide
the special appearances on the current record.
[¶ 10] Two days later, the court granted Acconcia and Blackstone Inc.’s
special appearances and dismissed the claims against them.
[¶ 11] Thereafter, PEOFs filed their Second Amended Petition (SAP).
[¶ 12] On May ninth and twenty-second, the court entered additional
orders dismissing further claims against certain defendants.
[¶ 13] A month later, the parties filed a Rule 11 agreement 	wherein
PEOFs agreed to dismiss without prejudice their remaining claims against the
remaining defendants for a tolling agreement while the parties appeal the
court’s previous rulings. 	Their agreement stipulates, subject to the court’s
approval (which was granted), that the court’s previous rulings (including its
April 28, 2025, order on Acconcia and Blackstone Inc.’s special appearances)
“shall be deemed to apply to the claims and parties in the [SAP].”

MEMORANDUM O PINION, Page 5
[¶ 14] On June 16, 2025, the court entered a final judgment. This court
retains its plenary power for thirty days following the final judgment, which
expires July 16, 2025. See TEX. R. CIV. P. 329b.
B. Jurisdictional Facts
[¶ 15] The court considers allegations contained in the SAP and related
evidence submitted in response to Acconcia and Blackstone Inc.’s special
appearances. See Kelly v. Gen. Interior Const., Inc., 301 S.W.3d 653, 658–59
(Tex. 2010). 	The court does not consider allegations made outside the SAP
and only considers additional evidence to the extent it supports or undermines
the SAP’s allegations. Id.
[¶ 16] Below are the allegations and evidence that are material to this
opinion. 	The court considered every allegation contained within PEOFs’
pleadings as well as all the evidence submitted by the parties on these issues
framed by the pleadings.
1. 	Acconcia
a. 	SAP Allegations
• 	Acconcia is a Massachusetts citizen. ¶ 34.
• 	Acconcia served as a Senior Managing Director of Blackstone Inc.,
the President of BPP HoldCo, a director on the PEC Board, and a

MEMORANDUM O PINION, Page 6
member of Blackstone Management Partners LLC. ¶s 4, 34, 45,
51, 72, 90.
• 	Acconcia signed the TAPA for BPP HoldCo. ¶s 45, 50, 51.
• 	Acconcia was one of Blackstone Inc.’s most senior oil and gas
dealmakers. ¶ 51.
• 	Acconcia 	was 	responsible 	(among 	others) 	for 	managing
“Blackstone’s”5 Primexx investment. ¶ 72.
• 	Acconcia (among others) played a “central” and “instrumental”
role in pushing through the Callon sale. ¶s 90–91, 96.
• 	Acconcia actively participated in, and facilitated, “Blackstone”
and PEC’s failures to (i) 	evaluate Primexx’s viable options;
(ii) conduct a proper due diligence, sale, or marketing process;
(iii) consider whether a rushed sale without proper marketing
would be fair to PEP or PEOFs; and (iv) properly allocate waterfall
proceeds. ¶s 78–80, 104.
b. 	Opposition Evidence
• 	Acconcia (as a director) attended remote/hybrid PEC board
meetings on June ninth and July thirteenth, 2021.6
5 PEOFs at times do not distinguish between “Blackstone” generally and Blackstone Inc.
or individual Blackstone Inc. affiliated parties. However, the court attempts to distinguish
between PEOFs’ general allegations regarding “Blackstone” versus Blackstone Inc.
because “each defendant’s actions and contacts with the forum [must be considered]
separately” (i.e., so called “group pleading” is not sufficient to maintain personal
jurisdiction over a particular defendant). Morris v. Kohls-York, 164 S.W.3d 686, 693 (Tex.
App.—Austin 2005, pet. dism’d); see Calder v. Jones, 465 U.S. 783, 790 (1984).
6 PEOFs’ Opp. to Acconcia Exhibits 2 & 3 (it was not established whether Mr. Acconcia
attended these meetings in person or remotely).

MEMORANDUM O PINION, Page 7
• 	Callon is based in Houston and maintains a Dallas registered
agent.7
• 	Acconcia and others received a June 3, 2021, email from Chris
Doyle regarding the Callon sale.8
• 	Acconcia admitted he was on the investment team and
investment committee that decided to invest in Primexx.9
• 	Acconcia admitted that as a director, and part of his continuing
obligations following “Blackstone’s” investment, he participated
in bi-weekly telephonic meetings of the PEC board.10
• 	The June 9, 2021, PEC board meeting (see above) was held in
Dallas and via teleconference.11 Acconcia is noted as discussing
matters unrelated to the Callon sale.
• 	Emails show Acconcia traveled to Dallas in early June 2021 to
meet with the PEC leadership team.12
• 	Emails show Acconcia flew to Houston in late-June 2021.13
7 PEOFs’ Opp. to Acconcia Exhibit 4.
8 PEOFs’ Opp. to Acconcia Exhibit 5.
9 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) (Feb. 21, 2025, Deposition of
Angelo Acconcia) at 31:16–23, 33:9–34:2.
10 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 41:21–43:18, 67:10–69:3;
Exhibit 6 (in camera).
11 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 71:17–76:22; Exhibit 5 (in
camera).
12 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 53:4-55:4; Exhibit 2 (in
camera).
13 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 48:2–49:16, 57:13–59:14;
Exhibits 3 & 4 (in camera).

MEMORANDUM O PINION, Page 8
• 	Acconcia admitted he discussed Primexx business with third
parties who appear to be located or have an address in Texas.14
• 	Acconcia admitted he had an indirect personal financial interest
in the Primexx investment.15
2. 	Blackstone Inc.
a. 	SAP Allegations
• 	Blackstone Inc. is a Delaware corporation with its principal place
of business in New York. ¶ 21.
• 	Blackstone 	Inc. 	and 	its 	subsidiaries, 	employees, 	and 	agents
“control” and operate BPP HoldCo as well as the other Blackstone
Inc. affiliated defendants and were responsible for managing and
approving the Callon sale. ¶s 1, 22–23, 46, 52, 56, 72–73, 90–91.
The “principal business” of each entity in the “Blackstone”
structure is controlling the entity one-level down as either the
general partner of a limited partnership or the sole or managing
member of an LLC—with Blackstone Inc. at the top and BPP
HoldCo at the bottom. ¶s 56–58.
• 	Acconcia was a Senior Managing Director of Blackstone Inc. (and
therefore its agent). ¶s 4, 34, 45, 51, 72, 90. Other agents include
Erik Belz, Omar Rehman, Tabea Hsi, Mark Henle, Jonathan
Hamilton, Jeff Kelly, and Anika Gautam. ¶s 52, 72–73, 91.
• 	Blackstone 	Inc.’s 	agents 	were 	responsible 	for 	managing
“Blackstone’s” 	investment 	in 	Primexx. 	¶ 	72. 	Its 	agents
conducted business related to Primexx and the Callon sale on its
behalf 	using 	“@blackstone.com” 	email 	addresses 	and 	sent
14 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 62:11–64:15, 79:14–80:5,
80:22–83:10, 83:11–87:2; Exhibits 7, 8, 9, & 10 (in camera).
15 PEOFs’ Suppl. Opp. to Acconcia Exhibit 1 (in camera) at 38:23–39:8.

MEMORANDUM O PINION, Page 9
thousands of emails to PEC while managing its investment in
Primexx. ¶ 74. BPP HoldCo lacks its own email system. ¶ 75.
• 	Blackstone Inc. orchestrated the Callon sale despite knowing the
price was too low and prioritizing its own interest and those of its
subsidiaries. ¶s 91, 98. “Blackstone” structured the deal terms
to (i) favor “Blackstone’s” sidecar and (ii) misallocate profits
according to the waterfall provision. ¶s 102–03, 105–06.
• 	Blackstone 	Inc. 	(along 	with 	the 	other 	Blackstone 	affiliated
defendants) made joint SEC filings in connection with the Callon
sale. 	¶ 57. 	SEC forms for BPP HoldCo list its address as “c/o
Blackstone Inc.” ¶ 52.
• 	Blackstone Inc. executives gave the direction to exit the Primexx
investment. ¶ 83.
• 	The “Blackstone Defendants” operate out of the same address.
¶ 53. They are all operated solely by employees of Blackstone Inc.
and use “@blackstone.com” email domains. 	¶ 54. 	Blackstone
Inc. 	employees 	conduct 	business 	on 	behalf 	of 	each 	of 	the
Blackstone affiliated defendants. Id. “Blackstone” is operated as
a “matrix” organization in which Blackstone Inc. employees
conduct work for the Blackstone affiliated defendants. 	¶ 55.
Blackstone Inc. executives describe themselves as working on
behalf 	of 	“Blackstone” 	as 	a 	collective 	organization. 	Id.
“Blackstone” used its corporate structure to siphon proceeds from
the Callon sale away from BPP HoldCo. ¶s 107–09.
• 	BPP HoldCo transferred proceeds of the Callon sale (including
Callon shares) to the “Blackstone Defendants.” ¶s 108–09.
b. 	Opposition Evidence
• 	The evidence submitted in PEOFs’ supplemental opposition to
Acconcia’s special appearance.

MEMORANDUM O PINION, Page 10
• 	Two 	additional 	Acconcia 	communications 	showing 	his
management of “Blackstone’s” investment in Primexx.16
• 	Testimony from Mr. Acconcia that PEOFs argue shows he was
acting on behalf of Blackstone Inc.—and not BPP HoldCo—in
managing “Blackstone’s” investment in Primexx and the Callon
sale, including: he did not recall serving as the President of BPP
HoldCo; 	he 	reported 	directly 	to 	senior 	Blackstone 	Inc.
management; he used an “@blackstone.com” email address and
his signature block included Blackstone Inc.’s principal address;
he did 	not recall receiving compensation directly from BPP
HoldCo; he served on the Blackstone Inc. investment committee
that decided to invest in Primexx; etc.17
• 	A talking points memo Mr. Acconcia received from Blackstone
Inc. employee Mark Henle following the Callon sale.18
• 	A press release stating that the sale of Primexx to Callon included
leasehold interests.19
C. Parties’ Arguments
1. 	Acconcia
[¶ 17] Acconcia argued that he was not subject to general jurisdiction,
but regardless would be protected in that context by the fiduciary shield
doctrine because he was acting in his role as a PEC director and BPP HoldCo
16 PEOFs’ Opp. to Blackstone Exhibits 6 & 10 (in camera).
17 PEOFs’ Opp. to Blackstone Exhibit 4 at 26:11–27:21, 18:21–19:3, 17:18–25, 35:7–19,
33:14–34:2; Exhibit 6 (in camera).
18 PEOFs’ Opp. to Blackstone Exhibit 17 (in camera).
19 PEOFs’ Opp. to Blackstone Exhibit 18.

MEMORANDUM O PINION, Page 11
officer.20 He further challenged the sufficiency of specific jurisdiction because
PEOFs had not alleged that he performed acts in Texas on his own behalf that
give rise to this dispute, other than conclusory allegations that he “played a
key role” in the Callon sale .21 Furthermore, that he served as BPP HoldCo’s
President and signed the TAPA on its behalf did not support asserting
jurisdiction.22 He replied that none of PEOFs’ evidence supports a different
outcome and the director cases PEOFs cited are distinguishable.23
[¶ 18] In opposition, PEOFs did not assert general jurisdiction. 	As to
specific jurisdiction, they argued that “Mr. Acconcia’s personal and direct
involvement in the [TAPA] and investment in Primexx; the governance of
Primexx during the Callon sale process; and orchestration of the Callon sale
itself grants this Court specific personal jurisdiction.”24 PEOFs focused on
the fact that Acconcia “served as a director of a Texas corporation” and
“routinely participated in PEC board meetings” and “discussions over email”
20 Acconcia’s Br. at 3–4.
21 Acconcia’s Br. at 5–7.
22 Acconcia’s Br. at 2.
23 Acconcia’s Reply at 10–12. 	Acconcia did not file a supplemental response to PEOFs’
March 7, 2025, supplemental opposition. Accordingly, he only responded to the evidence
proffered with PEOFs’ November 1, 2024, original opposition.
24 PEOFs’ Opp. to Acconcia at 3–4, 12.

MEMORANDUM O PINION, Page 12
concerning the Callon sale.25 PEOFs cited cases they argued supported
asserting jurisdiction over a non-resident director.26
[¶ 19] Later, 	PEOFs filed a supplemental opposition attaching the
products of jurisdictional discovery (listed in the previous section). 	They
argued that this evidence “confirms Mr. Acconica’s robust purposeful contacts
in Texas” and that he “conducted business related to Primexx while he was
physically located in Texas.”27 They further argued that the fiduciary shield
doctrine does not apply because they were asserting specific jurisdiction.28
2. 	Blackstone Inc.
[¶ 20] Blackstone Inc. argued that this was not an “exceptional case”
where general jurisdiction would be appropriate.29 It added that specific
jurisdiction did not apply because PEOFs did not allege that Blackstone Inc.
25 PEOFs’ Opp. to Acconcia at 4, 6 (citing Exhibits 2, 3, 5), 12–16.
26 See In Glencoe Cap. Partners IL L.P. v. Gernsbacher, 269 S.W.3d 157, 164 (Tex. App.—
Fort Worth 2008, no pet.); Fjell Tech. Grp. v. Unitech Int’l Inc., No. 14-14-00255-CV, 2015
WL 457805, at *6 (Tex. App.—Houston [14th Dist.] Feb. 3, 2015, pet, denied); Henkel v.
Emjo Investments Ltd., 480 S.W.3d 1, 7 (Tex. App.—Houston [1st Dist.] 2015, no pet.);
Carlile Bancshares, Inc. v. Armstrong, No. 02-14-00014-CV, 2014 WL 3891658 (Tex.
App.—Fort Worth Aug. 7, 2014, no pet.).
27 PEOFs’ Suppl. Opp. to Acconcia at 2 (emphasis omitted).
28 PEOFs’ Suppl. Opp. to Acconcia at 6 n.3.
29 Blackstone Br. at 8.

MEMORANDUM O PINION, Page 13
or any of its employees performed an 	y acts in Texas giving rise to this
dispute.30 It further argued that PEOFs did not distinguish between acts
performed 	by 	individuals—such 	as 	Mr. 	Acconcia—in 	their 	capacity 	as
Blackstone Inc. employees as opposed to their capacity as directors and
officers of BPP HoldCo or PEC. Additionally, the receipt of Callon shares as
proceeds of the Callon sale was insufficient to confer jurisdiction.31 Finally, it
argued that PEOFs had not carried their burden to establish that BPP HoldCo
was Blackstone Inc.’s alter ego, and that the TAPA contractually prohibited
them from attempting to do so.32
[¶ 21] PEOFs’ 	response 	largely 	attached 	the 	same 	jurisdictional
discovery gathered against Acconcia. 	They argued that Blackstone Inc.
directly controlled its investment in Primexx through its agents—such as Mr.
Acconcia—and disavowed any reliance on alter ego allegations.33 They argued
specific jurisdiction was proper over Blackstone Inc. because it (i) raised
capital to invest in a Texas partnership governing the assets of a Texas oil
30 Blackstone Br. at 9–11.
31 Blackstone Br. at 14–16.
32 Blackstone Br. 12–14.
33 PEOFs’ Opp. to Blackstone at 6, 22.

MEMORANDUM O PINION, Page 14
company, (ii) exercised control over the subsidiary operating the Texas oil
company, (iii) was responsible for directing the fire sale of the Texas oil assets
to another Texas-based company, and (iv) received hundreds of millions of
dollars from the sale of the Texas oil assets.34
II. 	APPLICABLE LAW
A. Special Appearances
[¶ 22] Rule of Civil Procedure 120a governs special appearances. TEX.
R. CIV. P. 120a(1). A party availing itself of Rule 120a must strictly comply
with its terms because failure to do so results in waiver. PetroSaudi Oil Servs.
Ltd. v. Hartley, 617 S.W.3d 116, 136 (Tex. App.—Houston [1st Dist.] 2020,
no pet.).
[¶ 23] A party waives its special appearance when it (i) invokes the
court’s judgment on any question other than the court’s jurisdiction; (ii)
recognizes by its acts that an action is properly pending; or (iii) seeks
affirmative action from the court. 	Exito Elecs. Co. v. Trejo , 142 S.W.3d 302,
304 (Tex. 2004) (per curiam) (citing Dawson-Austin v. Austin, 968 S.W.2d
319, 322 (Tex. 1998)). But a party does not waive its jurisdictional challenge
34 PEOFs’ Opp. to Blackstone at 17.

MEMORANDUM O PINION, Page 15
by 	seeking 	affirmative 	relief 	consistent 	with 	the 	special 	appearance.
Nationwide Distrib. Servs., Inc. v. Jones, 496 S.W.3d 221, 225 (Tex. App.—
Houston [1st Dist.] 2016, no pet.).
B. In Personam Jurisdiction
[¶ 24] A nonresident defendant is subject to personal jurisdiction in
Texas if (i) the Texas long-arm statute authorizes the exercise of jurisdiction
and 	(ii) 	the 	exercise 	of 	jurisdiction 	does 	not 	violate 	federal 	or 	state
constitutional due process guarantees. Kelly, 301 S.W.3d at 657.
[¶ 25] The long-arm statute permits courts to exercise jurisdiction over
a defendant who “does business in this state,” which the Legislature defines
to include a nonresident defendant who “commits a tort in whole or in part in
this state.” LG Chem Am., Inc. v. Morgan, 670 S.W.3d 341, 346 (Tex. 2023)
(quoting TEX . CIV. PRAC . & REM. CODE § 17.042(2)).
[¶ 26] The 	statute’s 	broad 	“doing 	business” 	language 	(that 	is,
committing a tort in whole or in part in Texas) allows the trial court’s
jurisdiction to “reach as far as the federal constitutional requirements of due
process will allow.” 	Moki Mac River Expeditions v. Drugg, 221 S.W.3d 569,
575 (Tex. 2007) (quoting Guardian Royal Exch. Assurance, Ltd. v. English
China Clays, P.L.C., 815 S.W.2d 223, 226 (Tex. 1991)).

MEMORANDUM O PINION, Page 16
[¶ 27] Therefore, courts need “only analyze whether [the defendant]’s
acts would bring [the defendant] within Texas’ jurisdiction consistent with
constitutional due process requirements.” Retamco Operating, Inc. v. Republic
Drilling Co., 278 S.W.3d 333, 337 (Tex. 2009).
[¶ 28] A state’s exercise of jurisdiction comports with federal due
process if (i) the nonresident defendant has “minimum contacts” with the
state and (ii) the exercise of jurisdiction “does not offend traditional notions
of fair play and substantial justice.” 	M&F Worldwide Corp. v. Pepsi-Cola
Metro. Bottling Co., Inc., 512 S.W.3d 878, 885 (Tex. 2017) (quoting Walden v.
Fiore, 571 U.S. 277, 283 (2014)).
1. 	Minimum Contacts
[¶ 29] A defendant establishes minimum contacts with a state when it
“purposefully avails itself of the privilege of conducting activities within the
forum state, thus invoking the benefits and protections of its laws.” Retamco,
278 S.W.3d at 338.
[¶ 30] Courts consider three issues in determining whether a defendant
purposefully availed itself of the privilege of conducting activities in Texas:
First, only the defendant’s contacts with the forum are relevant,
not the unilateral activity of another party or a third person.
Second, the contacts relied upon must be purposeful rather than

MEMORANDUM O PINION, Page 17
random, fortuitous, or attenuated. 	… 	Finally, the defendant
must seek some benefit, advantage or profit by availing itself of
the jurisdiction.
Id. at 339 (quoting Moki Mac, 221 S.W.3d at 575); Michiana Easy Livin’
Country, Inc. v. Holten, 168 S.W.3d 777, 785 (Tex. 2005).
[¶ 31] The minimum-contacts analysis focuses on the “quality and
nature of the defendant’s contacts,” not quantity. 	Retamco , 278 S.W.3d at
339.
[¶ 32] “The defendant’s activities, whether they consist of direct acts
within Texas or conduct outside Texas, must justify a conclusion that the
defendant could reasonably anticipate being called into a Texas court.” Id. at
338 (quoting Am. Type Culture Collection, Inc. v. Coleman, 83 S.W.3d 801,
806 (Tex. 2002)).
a. 	General Personal Jurisdiction
[¶ 33] A court has general jurisdiction over a nonresident defendant
whose “affiliations with the State are so ʻcontinuous and systematic’ as to
render [it] essentially at home in the forum State.” 	TV Azteca v. Ruiz 	, 490
S.W.3d 29, 37 (Tex. 2016) (alteration in original) (quoting Daimler v. Bauman,
571 U.S. 117, 127 (2014)). This test requires “substantial activities within the
forum” and presents “a more demanding minimum contacts analysis than for

MEMORANDUM O PINION, Page 18
specific jurisdiction.” 	BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d
789, 797 (Tex. 2002). 	When a court has general jurisdiction over a
nonresident, it may exercise jurisdiction “even if the cause of action did not
arise from activities performed in the forum state.” 	Spir Star AG v. Kimich ,
310 S.W.3d 868, 872 (Tex. 2010).
b. 	Specific Personal Jurisdiction
[¶ 34] Specific 	jurisdiction 	requires 	that 	“(1) 	the 	defendant
purposefully avails itself of conducting activities in the forum state, and (2)
the cause of action arises from or is related to those contacts or activities.”
Retamco, 278 S.W.3d at 338 (buying Texas real estate) (citing Burger King
Corp. v. Rudzewicz, 471 U.S. 462, 472 (1985)). “The ʻarise from or relate to’
requirement lies at the heart of specific jurisdiction by defining the required
nexus between the nonresident defendant, the litigation, and the forum.” Moki
Mac, 221 S.W.3d at 579; Guardian Royal, 815 S.W.2d at 228 (specific
jurisdiction focuses on “the relationship among the defendant, the forum and
the litigation”).
[¶ 35] For a nonresident defendant’s forum contacts to support an
exercise of specific jurisdiction, “there must be a substantial connection
between those contacts and the operative facts of the litigation.” 	Moki Mac,

MEMORANDUM O PINION, Page 19
221 S.W.3d at 585. The “operative facts” of a litigation are those that “will
be the focus of the trial” and “will consume most if not all of the litigation’s
attention.” Id. at 585.
[¶ 36] Specific jurisdiction requires courts to analyze jurisdictional
contacts on a claim-by-claim basis. 	Moncrief Oil Int’l Inc. v. OAO Gazprom,
414 S.W.3d 142, 150 (Tex. 2013); see also Seiferth v. Helicopteros Atuneros,
Inc., 472 F.3d 266, 274–75 (5th Cir. 2006) (“If a defendant does not have
enough contacts to justify the exercise of general jurisdiction, the Due Process
Clause prohibits the exercise of jurisdiction over any claim that does not arise
out of or result from the defendant’s forum contacts.”). But a court need not
assess contacts on a claim-by-claim basis if all claims arise from the same
forum contact. Moncrief, 414 S.W.3d at 150–51.
2. 	Fair Play and Substantial Justice
[¶ 37] If the minimum contacts requirements are met, it is “rare” for
exercising personal jurisdiction to not comply with fair play and substantial
justice. 	Retamco, 278 S.W.3d at 341. 	Nonetheless, courts still consider
factors to ensure that exercising jurisdiction does not offend traditional
notions of fair play and substantial justice:

MEMORANDUM O PINION, Page 20
(1) the burden on the defendant; (2) the interests of the forum
state in adjudicating the dispute; (3) the plaintiff’s interest in
obtaining convenient and effective relief; (4) the interstate
judicial 	system’s 	interest 	in 	obtaining 	the 	most 	efficient
resolution of controversies; and (5) the shared interest of the
several 	States 	in furthering 	fundamental 	substantive 	social
policies.
Id. (citing Burger King, 471 U.S. at 477–78).
3. 	The Parties’ Burdens
[¶ 38] The 	plaintiff 	“bears 	the 	initial 	burden 	to 	plead 	sufficient
allegations to bring the nonresident defendant within the reach of Texas’s
long-arm statute.” 	Kelly, 301 S.W.3d at 658. 	If the plaintiff fails to plead
facts bringing the defendant within reach of the long-arm statute, the
defendant need only prove that it does not live in Texas to negate jurisdiction.
Id. at 658–59. 	“Once the plaintiff has pleaded sufficient jurisdictional
allegations, the defendant filing a special appearance bears the burden to
negate all bases of personal jurisdiction alleged by the plaintiff.” Id. at 658.
[¶ 39] “Because the plaintiff defines the scope and nature of the
lawsuit, the defendant’s corresponding burden to negate jurisdiction is tied to
the allegations in the plaintiff’s pleading.” 	Id. 	Defendant can negate
jurisdiction on either a factual or legal basis. Id. at 659.

MEMORANDUM O PINION, Page 21
[¶ 40] Factually, 	a defendant can present evidence that it has no
contacts with Texas, effectively disproving the plaintiff’s allegations. Id. The
plaintiff must then respond with its own evidence that affirms its allegations
or else risk dismissal. Id. However, the court considers “additional evidence,”
including, “stipulations made by and between the parties, such affidavits and
attachments as may be filed by the parties, the results of discovery processes,
and any oral testimony,” to the extent it supports or undermines the pleadings’
allegations. 	Id. at 658 n.4 (citing TEX. R. CIV. P. 120a(3)). 	If the plaintiff’s
evidence is not within the scope of the pleadings’ factual allegations, the
plaintiff should amend the pleadings for consistency. 	Id. at 659 n.6; see also
Steward Health Care Sys. LLC v. Saidara, 633 S.W.3d 120, 129 (Tex. App.—
Dallas 2021, no pet.).
[¶ 41] The defendant can show that even if the plaintiff’s alleged facts
are true, the evidence is legally insufficient to establish jurisdiction 	either (i)
because the defendant’s contacts with Texas fall short of purposeful availment
(including that the claims do not arise from the contacts) or (ii) that traditional
notions of fair play and substantial justice are offended by the exercise of
jurisdiction. Id. at 659.

MEMORANDUM O PINION, Page 22
III. 	DISCUSSION
A. The Remaining Claims
[¶ 42] The court had issued its MSJ Opinion when it issued its April 28,
2025, order granting Acconcia and Blackstone Inc.’s special appearances.
That opinion dismissed PEOFs’ claims that (i) the accepted Callon sale price
was too low, (ii) defendants performed inadequate due diligence, and (iii)
defendants gave inadequate notice to PEOFs. 	Primexx Energy Opportunity
Fund, LP v. Primexx Energy Corp., 2025 Tex. Bus. 9, ¶ 3, 709 S.W.3d 619,
628 (1st Div.), reconsideration denied 2025 Tex. Bus. 13, 713 S.W.3d 416.
Only PEOFs’ claims that (iv) the Callon sale proceeds were not properly
distributed according to the TAPA waterfall and (v) the consideration was not
fairly allocated 	between PEP and 	BPP 	survived the motion (Surviving
Claims). Id. ¶ 200.
[¶ 43] The parties never discussed whether the court’s jurisdictional
analysis should address only the Surviving Claims or all asserted claims. See
Moncrief, 414 S.W.3d at 150 (specific jurisdiction requires claim-by-claim
analysis).
[¶ 44] The Texas Supreme Court has warned that courts should not
delve into “the underlying merits” when resolving jurisdictional issues. 	See

MEMORANDUM O PINION, Page 23
Searcy v. Parex Res., Inc., 496 S.W.3d 58, 70 (Tex. 2016) (quoting Michiana,
168 S.W.3d at 790). However, that court’s reasoning does not apply where a
court has already adjudicated particular issues. See Michiana, 168 S.W.3d at
790. Accordingly, this court concludes that the specific jurisdictional analysis
should concern only the claims that survived summary judgment. However,
the court’s conclusions are the same considering all the claims asserted in the
SAP (as discussed further below).
B. Acconcia
[¶ 45] PEOFs did not argue general jurisdiction over Acconcia. For the
following reasons, the court concludes that it lacks personal jurisdiction over
Acconcia.
[¶ 46] In short, PEOFs do not allege, argue, or adduce evidence that
Acconcia committed a tortious act in whole or in part in Texas that would
support personal—meaning direct—liability against him such as making a
fraudulent statement, breaching a personal duty, stealing a trade secret,
committing a trespass, or converting an asset. 	Instead, they seek to i mpute
other persons’ conduct to him (be it BPP HoldCo or PEC), which imputation
is improper. 	See Nikolai v. Strate, 922 S.W.2d 229, 240 (Tex. App.—Fort
Worth 1996, writ denied) (“Texas law is clear that a business’s contacts may

MEMORANDUM O PINION, Page 24
not be imputed to its personnel to establish personal jurisdiction over them.”).
Thus, their jurisdictional arguments do not meet even the statutory test for
personal jurisdiction as broadly as that statute may be interpreted. See TEX.
CIV. PRAC. & REM. CODE § 17.042(2) ( jurisdiction is proper over a defendant
that “commits a tort … in this state”); Morgan, 670 S.W.3d at 346.
1. PEOFs’ Original Opposition Arguments
[¶ 47] PEOFs’ original opposition to Acconcia’s special appearance
argued that “Mr. Acconcia’s personal and direct involvement in the [TAPA]
and investment in Primexx; the governance of Primexx during the Callon sale
process; and orchestration of the Callon sale itself grants this Court specific
personal jurisdiction.”35
Signing the TAPA
[¶ 48] The TAPA’s negotiation and signing are not substantially
connected to this lawsuit’s operative facts. PEOFs’ claims (both its original
claims and the Surviving Claims) concern breaches of contract and fiduciary
duties arising out of the Callon sale. The “focus of the trial” and therefore the
operative facts will be centered on defendants’ conduct surrounding the sale,
35 PEOFs’ Opp. to Acconcia at 3–4, 12.

MEMORANDUM O PINION, Page 25
not the initial investment into Primexx or the signing of the TAPA. See Moki
Mac, 221 S.W.3d at 585. While the TAPA’s terms may be relevant to the
ultimate trial, the facts surrounding its signing will not be. See Elliott–
Williams Co. v. Diaz, 9 S.W.3d 801, 803 (Tex. 1999) (contract construction is
a matter of law).
Governance of Primexx and Orchestration of the Callon Sale
[¶ 49] PEOFs argue that Acconcia “purposefully availed himself of the
Texas forum through choosing to sit on the board of a Texas-based
company.”36 Were that enough to find jurisdiction is proper over a defendant,
it would vitiate the fiduciary shield doctrine.
[¶ 50] As a general rule, jurisdiction over an individual cannot be based
upon jurisdiction over a corporation. Nichols v. Tseng Hsiang Lin, 282 S.W.3d
743, 750 (Tex. App.—Dallas 2009, no pet.). “The fiduciary shield doctrine
protects a nonresident corporate officer or employee from a trial court’s
exercise of general jurisdiction over the individual when all of his contacts
with Texas were made on behalf of the employer.” Id.; see also Nikolai, 922
S.W.2d at 240.
36 PEOFs’ Opp. to Acconcia at 12.

MEMORANDUM O PINION, Page 26
[¶ 51] In its supplemental opposition, PEOFs argue that the fiduciary
shield doctrine does not apply because (i) they allege specific jurisdiction over
Acconcia, and the doctrine only protects against general jurisdiction and (ii)
corporate agents can always be found liable for their own fraudulent or tortious
acts even when acting on behalf of an entity.37
[¶ 52] The facts that Acconcia was a director of PEC and President of
BPP HoldCo do not by themselves give rise to this litigation. Moki Mac , 221
S.W.3d at 585. Therefore, those facts, standing alone, are possibly relevant to
only general jurisdiction. 	Cf. id. 576 (“[G]eneral jurisdiction is established
whether or not the defendant’s alleged liability arises from those contacts.”).
Thus, the court rejects that Acconcia “purposefully availed himself of the
Texas 	forum 	through 	choosing 	to 	sit 	on 	the 	board 	of 	a 	Texas-based
company.”38
[¶ 53] However, PEOFs are correct that “a corporate officer is not
protected from the exercise of specific jurisdiction, even if all of his contacts
were performed in a corporate capacity, if the officer engaged in tortious or
37 PEOFs’ Suppl. Opp. to Acconcia at 6 n.3 (citing Keyes v. Weller, 692 S.W.3d 274, 279
(Tex. 2024) and Tabacinic v. Frazier, 372 S.W.3d 658, 669 (Tex. App.—Dallas 2012, no
pet.)).
38 PEOFs’ Opp. to Acconcia at 12.

MEMORANDUM O PINION, Page 27
fraudulent conduct directed at the forum state for which he may be held
personally liable.” Tabacinic, 372 S.W.3d at 668–69 (emphasis added).
[¶ 54] As a threshold matter, it is not appropriate to assert jurisdiction
over a non-resident corporate officer where the only claims asserted against
them are derivative in nature. 	None of the SAP’s causes of actions against
Acconcia are based on direct personal liability.39 Instead, each is based on a
“derivative,” vicarious, or secondary liability theory where he is only liable as
a joint tortfeasor.40
[¶ 55] That PEOFs never asserted a claim for which Acconcia may be
independently liable supports the court’s conclusion. 	See Tabacinic, 372
S.W.3d at 668–69; see also National Indus. Sand Ass’n v. Gibson, 897 S.W.2d
769, 773 (Tex. 1995) ( jurisdiction may not be “based solely upon the effects
or consequences of an alleged conspiracy”).
39 See SAP Eighth (conspiracy), Eleventh (aiding and abetting), and Twelfth (knowing
participation) Causes of Action.
40 See Agar Corp., Inc. v. Electro Cirs. Int’l, LLC, 580 S.W.3d 136, 142 (Tex. 2019) (civil
conspiracy is a theory of vicarious liability and not an independent tort); Nettles v. GTECH
Corp., 606 S.W.3d 726, 738 (Tex. 2020) (aiding and abetting and conspiracy are theories
of derivative or vicarious liability); Kinzbach Tool Co. v. Corbett-Wallace Corp., 160 S.W.2d
509, 514 (1942) (same as to knowing participation).

MEMORANDUM O PINION, Page 28
[¶ 56] Accordingly, 	we 	must 	examine 	the 	actual 	allegations 	and
evidence of Acconcia’s contacts with Texas and their connection to the Callon
sale.
[¶ 57] At the time PEOFs filed their opposition, only the Original
Petition was on file. 	The Original Petition alleged that Acconcia played a
“key,” “central,” or “instrumental” role in pushing through the Callon sale
without further specifics.41 The court concludes that these conclusory
allegations 	“are 	insufficient 	to 	meet 	[PEOFs’] 	burden 	of 	establishing
jurisdiction.” 	PermiaCare v. L.R.H., 600 S.W.3d 431, 444 (Tex. App.—El
Paso 2020, no pet.) (citing State v. Lueck, 290 S.W.3d 876, 884–85 (Tex.
2009)).
[¶ 58] As 	the 	concurrence 	remarked 	in 	Steward 	Health 	Care,
“[c]orporations do not have a corporeal existence and can only act through
their agents” and thus every corporate tort might inevitably subject at least
one individual to a personal capacity suit if PEOFs’ conclusory allegations
were sufficient. 633 S.W.3d at 150–51 (J. Schenck concurring). However, this
would “eviscerate the fiduciary shield doctrine and render it meaningless.” Id.
41 Pet. ¶s 4, 71, 77.

MEMORANDUM O PINION, Page 29
at 151. Instead, a plaintiff must still plead and, when challenged, provide facts
that would justify personal jurisdiction in a tort action by showing that the
defendant committed a direct liability tort in whole or in part while in Texas,
even as broadly as the long-arm statute may be construed. See TEX. CIV. P RAC.
& R EM. CODE § 17.042(2); Kelly, 301 S.W.3d at 658–59.
[¶ 59] PEOFs’ opposition included proof that (i) Acconcia attended
remote/hybrid PEC board meetings on June 9, 2021 and July 13, 2021, that
were at least partially held in Texas and (ii) he received an email from Chris
Doyle (who was located in Texas) regarding the Callon sale.42 However, that
evidence fails to show that (i) Acconcia committed a tort in whole or in part in
Texas that would support direct liability against him and (ii) PEOFs’ causes of
action arise from those contacts. Retamco, 278 S.W.3d at 338.
[¶ 60] First, neither of the board meetings to which PEOFs point are the
July 30, 2021, or August 2, 2021, meetings where the Callon sale was
announced or voted on.43 Second, the June ninth and July thirteenth meeting
minutes do not show that Acconcia took any action.44 As discussed above,
42 See ¶ 16.
43 SAP ¶s 3, 4.
44 PEOFs’ Opp. to Acconcia Exhibits 2 & 3.

MEMORANDUM O PINION, Page 30
Acconcia’s mere attendance of PEC board meetings, without any indication
that he took any role or action regarding the Callon sale, are insufficient.
[¶ 61] Regarding the email, receipt of emails from a Texas resident do
not support jurisdiction because it constitutes the unilateral act of another
party. Retamco, 278 S.W.3d at 339; see also Moncrief, 414 S.W.3d at 152–53
(Michiana overruled a myriad of cases where jurisdiction was predicated
solely on receipt of out-of-state communications).
[¶ 62] In comparison, the cases cited by PEOFs demonstrate scenarios
where the out-of-state director/manager defendant’s contacts with Texas were
more significant and plaintiff’s causes of action directly arose from 	those
contacts. 	See 	Glencoe, 	269 	S.W.3d 	at 	167 	(defendant 	directors’ 	own
misrepresentations during board meetings were the “operative facts of the
[fraud] litigation”); Carlile, 2014 WL 3891658, at *12 (defendant directors
conducted the due diligence that allegedly failed to disclose information in
Texas during merger negotiations); Fjell Tech., 2015 WL 457805, at *8
(defendant 	manager’s emails sent to Texas residents were the basis of
plaintiff’s trade secret causes of action); Henkel, 480 S.W.3d at *7 (formation
of Texas-based company itself, and defendant director’s role on the board, was
at the center of the alleged fraudulent investment scheme).

MEMORANDUM O PINION, Page 31
[¶ 63] Those 	cases 	are 	all 	distinguishable 	and 	demonstrate 	why
personal jurisdiction is improper here.
2. 	PEOFs’ Supplemental Opposition Arguments
[¶ 64] The SAP and PEOFs’ supplemental opposition added additional
allegations and evidence that PEOFs allege support specific jurisdiction over
Acconcia.45
[¶ 65] The 	SAP’s 	allegations 	substantially 	overlap 	with 	the 	ones
included in the Original Petition, except that PEOFs now additionally allege
that Acconcia “actively participated in,” and facilitated “Blackstone’s” and
PEC’s failures to (i) evaluate Primexx’s viable options; (ii) conduct a proper
due diligence, sale, or marketing process; (iii) consider whether a rushed sale
without proper marketing would be fair to PEP or PEOFs; and (iv) properly
allocate waterfall proceeds.46
[¶ 66] Despite being marginally more specific than PEOFs’ original
allegations, they are no less conclusory. 	PermiaCare, 600 S.W.3d at 444.
Indeed, they are essentially a recitation of the court’s characterization of
45 See ¶ 16.
46 SAP ¶s 78–80, 104.

MEMORANDUM O PINION, Page 32
PEOFs’ claims from its MSJ Opinion. 	See Primexx, 2025 Tex. Bus. 9, ¶s 3,
200.
[¶ 67] PEOFs’ 	new 	evidence 	obtained 	through 	discovery 	includes
admissions from Acconcia and documents showing that he travelled to Texas
on at least two occasions during his work on the board of PEC and that he
communicated 	with 	several 	individuals 	that 	appeared 	to 	be 	in 	Texas
concerning Primexx.47 Assuming this evidence suggests purposeful Texas
contacts, “[f]or specific-jurisdiction purposes, purposeful availment has no
jurisdictional relevance unless the defendant’s liability arises from or relates to
the forum contacts.” Moki Mac, 221 S.W.3d at 579 (emphasis added).
[¶ 68] PEOFs’ evidence of Acconcia’s contacts with Texas are not
substantially connected with the operative facts of either the Surviving Claims
or all asserted claims. 	While his contacts may have been related to his work
on the PEC board, none of the evidence shows any connection to the Callon
sale.48 Indeed, for example, PEOFs note that Acconcia “actively participated”
in a June 9, 2021, 	hybrid board meeting 	that was held in Dallas and
47 See ¶ 16.
48 See ¶ 16.

MEMORANDUM O PINION, Page 33
telephonically, but they fail to address that none of Acconcia’s recorded
comments have anything to do with the Callon sale.49
[¶ 69] And while Acconcia may have been in Texas on two occasions,
the evidence shows only that he was in the state and potentially on Primexx
business, but not that he took any actions related to the Callon sale, let alone
that he did anything in Texas that would be independently tortious as to
PEOFs.50 They do not even assert direct tort liability against him.
* * * * *
[¶ 70] Therefore, the court concludes that it lacks personal jurisdiction
over Acconcia.
C. Blackstone Inc.
1. 	Minimum contacts
[¶ 71] PEOFs did not argue general jurisdiction regarding to Blackstone
Inc. 	Instead, 	they 	argued 	four 	theories 	for 	specific 	jurisdiction 	over
Blackstone Inc.: (i) it raised capital to invest in a Texas partnership governing
the assets of a Texas oil company, (ii) it exercised control over the subsidiary
49 PEOFs’ Suppl. Opp. to Acconcia at 3, Exhibits 1 & 5 (in camera).
50 PEOFs’ Suppl. Opp. to Acconcia Exhibits 1, 2, 3, 4 (in camera).

MEMORANDUM O PINION, Page 34
operating the Texas oil company, ( iii) it was responsible for directing the fire
sale of the Texas oil assets to another Texas-based company, and (iv) it
received hundreds of millions of dollars from the sale of the Texas oil assets.51
None of these arguments support jurisdiction over Blackstone Inc.
Raised Capital
[¶ 72] PEOFs’ first theory fails because raising capital to invest in
Primexx is not sufficiently connected to the operative facts of this lawsuit and
their argument is contradicted by their own pleadings (nor is it independently
tortious conduct). PEOFs’ claims (both its original claims and the Surviving
Claims) concern breaches of contract and fiduciary duties arising out of the
Callon sale. The “focus of the trial” and therefore the operative facts will be
centered 	on 	defendants’ 	conduct 	surrounding 	the 	sale, 	not 	the 	initial
investment into Primexx. 	Moki Mac, 221 S.W.3d at 585. 	Furthermore,
PEOFs’ argument is contradicted by their own pleadings, which consistently
allege that defendants Blackstone Energy Partners II LP and Blackstone
51 PEOFs’ Opp. to Blackstone at 17.

MEMORANDUM O PINION, Page 35
Capital Partners VII LP raised and committed capital for the investment, not
Blackstone Inc.52
Control over BPP HoldCo and Responsibility for the Callon Sale
[¶ 73] PEOFs’ second and third theories essentially rely on the same
allegations and facts asserted against Acconcia contending that he was
Blackstone Inc.’s agent. 	See Huynh v. Nguyen, 180 S.W.3d 608, 620 (Tex.
App.—Houston [14th Dist.] 2005, no pet. 	For the reasons discussed earlier
regarding Acconcia’s special appearance, see ¶s 49–69, those arguments fail
to establish this court’s jurisdiction over Blackstone Inc.
[¶ 74] Furthermore, while “[t]he Texas contacts of agents or employees
are attributable to their nonresident principals,” 180 S.W.3d at 620, PEOFs
still had to adequately identify Acconcia’s principal in question. See IRA Res.,
Inc. v. Griego, 221 S.W.3d 592, 597 (Tex. 2007) (“Texas law does not presume
agency, and the party who alleges it has the burden of proving it.”).
[¶ 75] The court concludes that Acconcia’s Texas-based contacts were
performed on behalf of either PEC or BPP HoldCo, not Blackstone Inc.
Acconcia was President of BPP HoldCo and a director of PEC.53 He attended
52 SAP ¶s 45, 48.
53 SAP ¶ 34.

MEMORANDUM O PINION, Page 36
joint board meetings in his capacity as a PEC director and BPP HoldCo
manager.54 It is his performance of duties as director of the general partner
and manager of one of the limited partners that is relevant to PEOFs’ causes
of action. 	The reason he was a PEC director was because BPP HoldCo
appointed him to the role.55 It was therefore BPP HoldCo that had the power
to remove Acconcia as a director if it was unhappy with his performance, not
Blackstone Inc.56 So, Acconcia’s activities are not attributable to Blackstone
Inc.
Callon Sale Proceeds
[¶ 76] PEOFs’ fourth theory fails because the proceeds “Blackstone”
received from the Callon sale were fungible assets, which do not support
jurisdiction, rather than Texas real estate, which may.
[¶ 77] Blackstone Inc. argues that receipt of Callon shares does not
support jurisdiction because they are “a fungible asset” and create “no
54 PEOFs’ Opp. to Acconcia Exhibits 2 & 3; PEOFs’ Suppl. Opp. to Acconcia Exhibit 5 (in
camera).
55 See 2025 Tex. Bus. 9, ¶s 17–18.
56 PEOFs’ Opp. to Acconcia at 13 (“Mr. Acconcia served as the President of BPP HoldCo,
the company that managed Blackstone’s investment in the Primexx Texas oil assets.”).

MEMORANDUM O PINION, Page 37
continuing presence in Texas,” like the cash transfer in Old Republic Nat. Title
Ins. Co. v. Bell, 549 S.W.3d 550, 563–64 (Tex. 2018).57
[¶ 78] PEOFs argue that Old Republic does not apply because that case
involved cash transfers between two friends and noted that the analysis may
have been different had the defendant been “a corporate lender distributing
funds … with the expectation of collecting interest.” Id. at 562; cf. Retamco,
278. S.W.3d at 341 (oil and gas interests are real property interests that create
a continuing relationship with the forum).58
[¶ 79] PEOFs’ attempt to distinguish Old Republic misses the mark
because they cite to the portion of the opinion concerning the defendants 	’
transfer of money to Texas, not the transfer of money away from Texas, which
is the relevant section here. 	Compare 549 S.W.3d. at 562 (no personal
jurisdiction based on sending money to a friend in the state) with id. at 563–
64 (no jurisdiction based on receiving money from the sale of real estate in
Texas). 	Furthermore, as discussed previously, “Blackstone’s” transfer of
57 Blackstone Br. at 15–16.
58 PEOFs’ Opp. to Blackstone at 30.

MEMORANDUM O PINION, Page 38
money to Texas is not an 	operative fact because the initial investment into
Primexx will not be the focus at trial. Moki Mac, 221 S.W.3d at 585.
[¶ 80] Furthermore, 	as 	Old 	Republic 	explains, 	selling 	Texas-based
assets does not create the same continuing connection with the forum as
receiving Texas-based assets. 	See 549 S.W.3d at 563–64 (distinguishing
Retamco). The defendant in Old Republic received cash proceeds from the sale
of Texas real estate. 	The supreme court said that transfer of “a fungible
asset—money—with no continuing presence in Texas … is of negligible
significance for purpose of determining whether a foreign defendant had
sufficient contacts in Texas.” 	Id. at 564 (quotations omitted). Here, the
parties sold Texas oil and gas interests and received cash and Callon shares.
Callon is a public company.59 Shares in a public company are fungible assets.60
Thus, the present case is more like Old Republic than Retamco.
* * * * *
[¶ 81] Accordingly, Blackstone Inc. does not have sufficient minimum
contacts with Texas to support specific jurisdiction.
59 See SAP ¶ 82.
60 See Fungibility: What It Means and Why It Matters, Investopedia.com (last accessed
7/11/2025) https://www.investopedia.com/terms/f/fungibility.asp.

MEMORANDUM O PINION, Page 39
2. 	Alter Ego Jurisdiction
[¶ 82] Blackstone Inc. further argued that PEOFs failed to overcome the
presumption against imputing the jurisdictional contacts of one entity against
a related entity.61 In response, PEOFs explicitly disclaimed that they were
relying on any “alter ego” basis for establishing personal jurisdiction.62
However, later, PEOFs included alter ego allegations in the SAP.63 The court
therefore addresses this issue.
[¶ 83] PEOFs make allegations regarding whether Blackstone Inc.
exerted the level of “control” that is “greater than normally associated with
common 	ownership 	and 	directorship.” 	BMC, 	83 	S.W.3d 	at 	798–99.64
However, the court does not address whether Blackstone Inc. broke that
barrier.
[¶ 84] Rather, to establish alter ego jurisdiction, the evidence must
show “that the two entities cease[d] to be separate so that the corporate fiction
should be disregarded to prevent fraud or injustice.” Id. Here, there could not
61 Blackstone Br. at 12–14.
62 PEOFs Opp. to Blackstone at 32.
63 SAP ¶s 53–58, 107.
64 See SAP ¶s 53–58, 107 (the Blackstone Inc. affiliated entities share the same address,
email domain name, employees, etc.).

MEMORANDUM O PINION, Page 40
have been any fraud or injustice regarding the corporate structure because
PEOFs admit they were fully aware of the structure that “Blackstone” created
for its Primexx investments—with Blackstone Inc. at the top, seven-layers
removed from BPP HoldCo, who became a partner in Primexx.65 PEOFs, as
sophisticated 	parties, 	saw 	that 	“HoldCo” 	was 	constructed 	precisely 	to
insulate its ultimate parent from liability.66
[¶ 85] It is important that parties may “structure their primary conduct
with some minimum 	assurance” 	where they 	are liable to 	suit so 	that
corporations may make “business and investment decisions.” See BRP-Rotax
GmbH & Co. KG v. Shaik, ---- S.W.3d ----, 2025 WL 1727903, at *12 (Tex. June
20, 2025) (J. Busby concurring) (internal quotations and citations omitted);
see also Michiana, 168 S.W.3d at 785. So, the court concludes that Blackstone
Inc. could not have “reasonably anticipate[d] being called into a Texas court”
based on the structure of its investment into Primexx and its management of
the same. Retamco, 278 S.W.3d at 338.
65 SAP ¶ 23, 44.
66 See PEOFs’ Opp. to Acconcia at 5 (“Blackstone used a subsidiary called BPP HoldCo
LLC to serve as the investment vehicle for its majority stake in Primexx.”).

MEMORANDUM O PINION, Page 41
3. 	Waiver
[¶ 86] Finally, the court concludes that Blackstone Inc. did not waive
its special appearance by raising TAPA § 13.9 in its brief.67 Blackstone Inc.
did not invoke the court’s judgment on any question other than the court’s
jurisdiction, recognize by its acts that this action is properly pending, or seek
affirmative action from the court through its brief reference to TAPA § 13.9.
Exito Elecs., 142 S.W.3d at 304. 	And the court does not rest its opinion on
TAPA § 13.9.
IV. 	CONCLUSION
[¶ 87] For these reasons, the court previously granted Acconcia and
Blackstone’s special appearances on April 28, 2025.
BILL WHITEHILL
Judge of the Texas Business Court,
First Division
SIGNED: July 16, 2025
67 Blackstone Br. 14; PEOFs’ Opp. to Blackstone at 32–33.

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karyn.cooper@kirkland.com
gflores@lynnllp.com
Roger.Cowie@troutman.com
jeremy.fielding@kirkland.com
zack.ewing@kirkland.com
nicholas.perrone@kirkland.com
jwang@susmangodfrey.com
leccles@susmangodfrey.com
michael.patton@kirkland.com
laura.brigham@kirkland.com
cschwegmann@lynnllp.com
ydesai@lynnllp.com
TimestampSubmitted
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
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7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
Status
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT
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SENT
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SENT

Automated Certificate of eService
This automated certificate of service was created by the efiling system.
The filer served this document via email generated by the efiling system
on the date and to the persons listed below. The rules governing
certificates of service have not changed. Filers must still provide a
certificate of service that complies with all applicable rules.
Envelope ID: 103231769
Filing Code Description: No Fee Documents
Filing Description: Opinion on Acconcia and Blackstone Inc.'s special
appearances
Status as of 7/17/2025 7:53 AM CST
Case Contacts
Yaman Desai
Kyle Gardner
Louisa Karam
Theressa Washington
Business Court 1B
Griffin Vail
Jessica Cox
Veronica Long
ydesai@lynnllp.com
kgardner@lynnllp.com
louisa.karam@lockelord.com
Theressa.Washington@lockelord.com
BCDivision1B@txcourts.gov
griffin.vail@kirkland.com
jcox@lynnllp.com
Veronica.Long@troutman.com
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
7/16/2025 5:35:04 PM
SENT
SENT
SENT
SENT
SENT
SENT
SENT
SENT