Knight Wall Systems Inc v. Precision Wall Systems Inc

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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
KNIGHT WALL SYSTEMS, INC.,
Plaintiff/Counter Defendant,
v.
PRECISION WALL SYSTEMS, INC.,
Defendant/Counter Claimant.
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Civil Action No. 3:25-CV-3450-X
MEMORANDUM OPINION AND ORDER
Before the Court is Defendant Precision Wall System, Inc.’s d/b/a Gridworx
(Gridworx) partial motion to dismiss. (Doc. 15). After considering the relevant law
and the arguments of parties, the Court GRANTS the motion and DISMISSES
WITHOUT PREJUDICE Count III. The Court grants Plaintiff Knight Wall
Systems, Inc. (Knight) leave to file an amended complaint no later than 28 days from
the issuance of this order.
I. Background
Knight is the exclusive owner of United States Patent No. 9,732,518 (“ ’518
Patent”). The ’518 Patent “discloses systems that reduce thermal bridging in wall
assemblies by using insulating isolator plates positioned between metal
components.”1 Gridworx, a competitor in the industry, manufactures and sells
certain wall-mount cladding systems and products. On July 29, 2025, Knight sent
1 Doc. 24 at 2.
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Gridworx written notice identifying the ’518 Patent and alleging that some of
Gridworx’s products infringe Knight’s patent.
Relevant to this dispute, Knight and Gridworx both submitted bids to a
subcontractor on a project in Texas. Ultimately, the subcontractor chose Gridworx
for the job. But the products provided by Gridworx to the subcontractor are the
products that Knight alleges infringes on its ’518 patent.
Knight filed this action asserting claims for patent infringement and, in Count
III, tortious interference with prospective business relations. Gridworx now moves
to dismiss Count III under Rule 12(b)(6).
II. Legal Standard
Federal Rule of Civil Procedure 12(b)(6) authorizes the Court to dismiss a claim
that is not plausibly alleged.2 To survive a 12(b)(6) motion, a complaint must allege
“enough facts to state a claim to relief that is plausible on its face.”3 A claim is
plausible when it “allows the Court to draw the reasonable inference that the
defendant is liable for the misconduct alleged,”4 which requires “more than a sheer
possibility that [the] defendant has acted unlawfully.”5 “[A] formulaic recitation of
the elements of a cause of action will not do.”6 And the pleading must offer “more
2 FED. R. CIV. P. 12(b)(6).
3 Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007).
4 Ashcroft v. Iqbal, 556 U.S. 662, 678 (2009).
5 Id.
6 Id. (cleaned up).
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than an unadorned, the-defendant-unlawfully-harmed-me accusation.”7 The court
does not accept as true “conclusory allegations, unwarranted factual inferences, or
legal conclusions.”8
III. Analysis
In Texas, to support a tortious interference with prospective business relations,
a plaintiff must plead:
(1) there was a reasonable probability that the plaintiff would have
entered into a business relationship with a third party; (2) the defendant
either acted with a conscious desire to prevent the relationship from
occurring or knew the interference was certain or substantially certain
to occur as a result of the conduct; (3) the defendant’s conduct was
independently tortious or unlawful; (4) the interference proximately
caused the plaintiff injury; and (5) the plaintiff suffered actual damage
or loss as a result.9
Gridworx provides three bases to dismiss the tortious interference claims. The Court
addresses each in turn.
A. Reasonable Probability
Gridworx moved to dismiss Knight’s Count III because it did not plead
sufficient facts to support a plausible claim of a reasonable probability in the future
business relationship. The Court agrees that the facts as pled are insufficient to
support a reasonable probability.
7 Id.
8 Ferrer v. Chevron Corp., 484 F.3d 776, 780 (5th Cir. 2007).
9 WickFire, LLC v. Lara Woodruf, 989 F.3d 343, 356 (5th Cir. 2021) (cleaned up).
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In Texas, mere negotiations are insufficient for a party to have a reasonable
probability of a prospective business relationship.10 Some courts have held that a
“reasonable probability of a business relationship [is] sufficiently alleged when the
plaintiff can describe the specifics of a proposed agreement that never came to
fruition.”11 While true, the Court must also “consider[] all of the facts and
circumstances attendant to the transaction.”12
Here, considering all the pled facts and surrounding circumstances, the
pleadings are insufficient. Knight “pursu[ed] the opportunity,” “provided a formal
written proposal and pricing,” and had “ongoing communications with the
Subcontractor regarding scope, schedule, and pricing.”13 But Knight was not the only
party submitting bids to the subcontractor. Without more factual allegations, the
Court cannot conclude that the probability was reasonable. So on the facts as pled in
the complaint, the Court must dismiss the claim.
B. Intentional and Improperly Interfered
Next, Gridworx argues that the complaint is devoid of allegations that it
intentionally and improperly interfered with Knight’s business relationship. The
Court agrees. The complaint is full of allegations that Gridworx intentionally
10 See Peykoff v. Cawley, No. 24-10186, 2025 WL 1380070, at *6 (5th Cir. May 13, 2025)
(“[U]nder the reasonable probability standard, Texas courts have rejected claims for tortious
interference with business relationships where plaintiffs asserted that ‘mere negotiations’
occurred.”).
11 Corrosion Prevention Techs. LLC v. Hatle, No. 4:20-CV-2201, 2020 WL 6202690, at
*4 (S.D. Tex. Oct. 22, 2020) (cleaned up).
12 Hill v. Heritage Res., 964 S.W.2d 89, 109 (Tex. App. 1997).
13 Doc. 1 at 12.
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committed a tort—patent infringement. But there are no allegations in the complaint
that Gridworx interfered with the relationship. And under Texas law, a plaintiff
must plead that the tortfeasor “either acted with a conscious desire to prevent the
relationship from occurring or knew the interference was certain or substantially
certain to occur as a result of the conduct.”14 Said another way, “[t]o satisfy this
element, the plaintiff must plead that the defendant had actual knowledge of the
prospective contract or business relation, because otherwise, the interference cannot
be intentional.”15
Knight’s presented theory—that Gridworx had knowledge of patent
infringement—is insufficient to sustain a claim for tortious interference with a
prospective business relationship. The complaint lacks any allegation about
Gridworx’s knowledge of or intentional interference with Knight’s business
relationship with the subcontractor. And this element requires interference with the
business relationship. For this reason, the complaint is insufficient and Knight may
amend to try and sufficiently plead a claim.
C. Causation
Finally, Gridworx moved to dismiss because Knight failed to adequately plead
actual and proximate cause of Knight’s damages. Knight’s own response admits as
much, arguing that Knight “pled that but for Gridworx’s unauthorized use of
[Knight’s] patented technology in supplying an estimate to the Subcontractor for the
14 Coinmach Corp. v. Aspenwood Apartment Corp., 417 S.W.3d 909, 923 (Tex. 2013).
15 Spano v. EAN Holdings, LLC, No. 4:25-CV-00617-O, 2026 WL 508365 (N.D. Tex.
Feb. 24, 2026) (O’Connor, C.J.) (cleaned up).
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Project, [Knight] would have entered into a contract with the Subcontractor and
earned at least $800,000 in revenue.”16
But, as explained above, the damage must be caused by intentional
interference with the relationship, not just by an intentional tort. Thus, Knight also
failed to plead a claim for damages.
IV. Leave to Amend
Knight’s response, in the alternative, requests the Court dismiss without
prejudice, should the Court grant any part of Gridworx’s motion to dismiss. The
Court concludes that dismissal without prejudice is warranted.
Leave should be “freely given when justice so requires,” and denial is
appropriate only upon a substantial showing of futility, undue delay, bad faith,
repeated failure to cure deficiencies, or undue prejudice.17 Leave to amend is futile
when an amended complaint, analyzed under the legal sufficiency standard of Rule
12(b)(6), would still fail to state a claim upon which relief can be granted.
Here, Knight might plausibly state a tortious interference with a prospective
business relationship claim that would survive Rule 12(b)(6). Because Rule 15(a)
“evinces a bias in favor of granting leave to amend,” the Court grants leave to
amend.18
16 Doc. 24 at 8.
17 Foman v. Davis, 371 U.S. 178, 182 (1962).
18 Herrmann Holdings Ltd. v. Lucent Techs. Inc., 302 F.3d 552, 566 (5th Cir. 2002)
(cleaned up).
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V. Conclusion
Accordingly, the Court GRANTS Gridworx’s motion to dismiss and
DISMISSES WITHOUT PREJUDICE Knight’s Count III, tortious interference
with prospective business relations. The Court grants leave for Knight to file an
amended complaint fixing the deficiencies identified in this order. Knight may not
add new claims or parties to the amended complaint without first requesting
additional leave of Court.
IT IS SO ORDERED this 8th day of April, 2026.
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BRANTLEY STARR
UNITED STATES DISTRICT JUDGE
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