Parker v. Lynzara-Austin Real Estate Management, 2026 Tex. Bus. 62 (4th Div.)

FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
9/4/2026
2026 Tex. Bus. 62
The Business Court of Texas,
Fourth Division
JOHN 	J. 	("JAY") 	PARKER, 	Jr., 	§
INDIVIDUALLY and on behalf of JOHN J. 	§
(" JACK") Sr. PARKER, and COUNTRY §
CLUB MANAGEMENT GROUP, INC.
&
§
§
§
TAPATIO 	SPRINGS 	FAMILY 	REAL §
ESTATE INVESTMENTS, LP 	§
& 	§
TAPATIO 	SPRINGS 	FAMILY UTILITY
MANAGEMENT, 	LLC, 	TAP ATIO
SPRINGS 	FAMILY 	UTILITY
MANAGEMENT, LP
v.
LYNZARA-AUSTIN 	REAL 	ESTATE
MANAGEMENT, LLC & ROBYN REAL
ESTATE 	INVESTMENTS, 	LP, 	ROBYN
UTILITY 	INVESTMENTS
MANAGEMENT, LLC
§
§
§
§
§
§
§
§
§
§
§
§
§
SYLLABUS 1
Cause No. 26-BC04B-0009
Applying Texas Government Code Chapter 25A and Texas Business Organizations
Code Chapter 11, the court concludes that because partnerships are under an existing
receivership in a district court outside the Business Court's operating territory, the district
court retains exclusive jurisdiction of the partnerships for the duration of the rece ivership.
1 NOTE: The syllabus was created by court staff and is provided for the convenience of th e reader.
It is not part of the Court's opinion, does not constitute the Court's official description or
statement, and should not be relied upon as legal authority.

2026 Tex. Bus. 62
The Business Court of Texas,
Fourth Division
JOHN 	J. 	("JAY") 	PARKER, 	Jr., 	§
IND IVID UALLY 	and 	on 	behalf 	of §
JOHN J. ("JACK") Sr. PARKER, and §
COUNTRY 	CLUB 	MANAGEMENT §
GROUP, INC. 	§
& 	§
§
TAPATIO 	SPRINGS 	FAMILY 	REAL §
ESTATEINVESTMENTS,LP 	§
& 	§
§
TAPATIO 	SPRINGS 	FAMILY §
UTILITY 	MANAGEMENT, 	LLC, §
TAPATIO 	SPRINGS 	FAMILY §
UTILITY MANAGEMENT, LP 	§
v. §
§
§
LYNZARA-AUSTIN 	REAL 	ESTATE §
MANAGEMENT, LLC & ROBYN REAL §
ESTATE INVESTMENTS, LP, ROBYN §
UTILITY 	INVESTMENTS §
MANAGEMENT, LLC 	§
Cause No. 26-BC04B-0009
OPINION AND ORDER
<j[l 	Before the court are Plaintiffs' Motion to Appoint a Receiver, filed on June
19, 2026; Defendants' verified response to Plaintiffs' First Amended Petition and

Motion for Abatement in the alternative, filed on July 13, 2026; Plaintiffs' reply
and Defendants' Motion to Strike Plaintiffs' reply, both filed on July 20, 2026;
Defendants' brief contesting the court's jurisdiction or, in the alternative, plea in
abatement, filed on July 15, 2026; Plaintiffs' response to Defendants' plea to the
jurisdiction, 	filed 	on 	August 	5, 	2026; 	and 	Defendants' 	supplemental 	brief
contesting the court's jurisdiction, also filed on August 5, 2026.
FACTUAL AND PROCEDURAL BACKGROUND
<jf2 	This case arises from the breakdown of a long-running business relationship
between Plaintiff John J. Parker and Michael Shalit concerning the operation of the
Tapatio Springs Golf Resort and related real-estate 	developments in Kendall
County, Texas. Am. Pet. <jf<jf 4.1-4.3, 4.6.
<jf3 	The parties agree the litigation between them began in 2012 in Kendall
County, and that the 451st District Court of Kendall County placed the relevant
business entities in a receivership in 2018. Am. Pet. <jf<jf 4.3, 7.1; Defs.' Juris. Br. at
1, Ex. A. The Kendall County court entered final judgment of the underlying suit
earlier this year. Am. Pet. Ex. 4. In a severed portion of the suit, Shalit and
Defendants are seeking review from the Texas Supreme Court, with briefing now
underway. See id. Ex. 4 at 2-3j Pet. for Rev., Shalit v. Tapatio Springs Real Estate
Holdings, L.P., No. 26-0328 (Tex. May 13, 2026).
2

C/14 	During the appeal, Plaintiffs sent notice that they were removing Shalit as
general partner of the business entities. Am. Pet. Cjf 4.7, Ex. 5; Defs.' Juris. Br. Ex.
E. Days later, Plaintiffs filed a motion in the original action asking the Kendall
County court to convert the existing receivership into a liquidating receivership.
Defs.' Juris. Br. Ex. E; Pls.' Reply Br. Cjf 4.5. The court denied the motion without a
written order-extending the existing receivership instead. Defs.' Juris. Br. Exs. E,
G, H; see Pls.' Reply Br. Cjfljf 4.3, 4.6.
C/15 	By this suit, Plaintiffs now seek appointment of a liquidating receiver over
three entities: Kendall County Development Company, LP ("KCDC"), Tapatio
Springs 	Real 	Estate 	Holdings, 	LP 	("TSREH"), 	and 	Tapatio 	Springs 	Utility
Holdings, LP 	("TSUH") (collectively "the Partnerships"). Plaintiffs also seek
orders directing the Partnerships' dissolution, winding up, and termination.
Cjf 6 	After appearing in this newly filed suit, Defendants challenged the court's
subject-matter jurisdiction in the parties' proposed scheduling order, so this court
requested jurisdictional briefing. Defendants' filings that followed included their
jurisdictional challenges and, in the alternative, a plea in abatement. The court
commenced a hearing on the jurisdictional issues and on Plaintiffs' motion for a
receiver. But, after Defendants objected to Plaintiffs' witnesses and sought a
continuance, the court reset the hearing, inviting additional briefing concerning the
court's subject-matter jurisdiction under Chapter 11 of the Business Organizations
3

Code. The parties then agreed to a supplemental briefing schedule and jointly asked
the court to rule on the jurisdictional questions by written submission.
917 	After considering the briefing and oral argument, the pleadings, and the
relevant law, the court granted Defendants' plea to the jurisdiction in a written order
signed August 31, 2026, for the reasons that follow.
LEGAL STANDARD
9[8 	The standard for ruling on a plea to the jurisdiction depends on the basis for
the jurisdictional challenge. First, as with the standard for Rule 91a dismissal, the
plea should be granted if the defendant shows, based on the pleadings alone and
taken as true, that "the allegations negate jurisdiction." City of Austin v. Poivell,
704 S.W.3d 437,447 (Tex. 2024).
9[9 	A plea to the jurisdiction may also resemble a motion for summary judgment.
Id. 	at 447-48. 	If the defendants "assert[] that the plaintiff has produced no
evidence" to support jurisdiction or "attach[] evidence in an effort to conclusively
negate jurisdiction," the plaintiff must respond by "produc[ing] enough evidence to
raise a genuine issue of material fact to survive the plea." Id.
9[10 	Finally, when analyzing jurisdictional challenges to a court's amount-in-
controversy requirement, "the plaintiff's pleadings are determinative unless the
defendant specifically alleges that the amount was pleaded merely as a sham for the
purpose of wrongfully obtaining jurisdiction, or the defendant can readily establish
4

that the amount in controversy is insufficient, as for example when the issue in
dispute is a license or right rather than damages." BlandISDv. Blue, 34 S.W.3d 547,
554 (Tex. 2000). The legal standard for determining a suit's jurisdictional amount
in controversy is distinct from the standard for other jurisdictional challenges
because a plaintiff might "otherwise ... be required to try his entire case to show an
entitlement to damages in excess of the court's jurisdictional limits." Id.; see C Ten
31 LLC v. Tarbox, 2025 Tex. Bus. 1, 9146, 708 S.W.3d 223, 242 (3rd Div.).
ANALYSIS
9111 	The court must address its subject-matter jurisdiction as a threshold matter.
See Dubai Petroleum Co. v. Kazi, 12 S.W.3d 71, 75 (Tex. 2000) ("For ... state trial
courts of limited jurisdiction, the authority to adjudicate must be established at the
outset of each case, as jurisdiction is never presumed."). And, because "the concept
of dominant jurisdiction may apply only when separate suits are filed in courts with
concurrent jurisdiction," the court must determine whether it possesses jurisdiction
of the suit before proceeding to Defendants' alternative request for abatement. See
Frost Nat 1 l Bank v. Fernandez, 315 S.W.3d 494, 507-08 (Tex. 2010) (quoting
Schuele v. Schuele, 119 S.W.3d 822, 824 (Tex. App.-San Antonio 2003, no pet.)
(internal quotations omitted)).
5

A. 	Chapter 	25A 	grants 	the 	Texas 	Business 	Court 	limited
jurisdiction over specified actions.
9112 	"Subject-matter jurisdiction refers to a court's statutory or constitutional
power to adjudicate a case." Guai'dianship of Fairley, 650 S.W.3d 372, 379 (Tex.
2022). This court derives its power from Article V of the Texas Constitution and
from statute-specifically, from the Government Code's new Chapter 25A. See
Brown v. Exxon Mobil Corp., 2026 Tex. Bus. 35, 91 18, _S.W.3d_, 2026 WL
1531165, at *4 (11th Div.) (citing TEX. Gov'T CODE§§ 25A.002, 25A.005).
9113 	Under Chapter 25A, the business court's jurisdiction is "more circumscribed
than that of the district courts in the state." Id. Specifically, "the business court has
civil jurisdiction concurrent with district courts in [specified categories of] actions,
including actions in which a district court has exclusive jurisdiction, in which the
amount in controversy exceeds $5 million," excluding fees and costs. TEX. Gov'T
CODE§ 25A.004(b). Among the categories of actions this court can hear are those
"arising out of the Business Organizations Code," which no one disputes this suit
does. See id.§ 25A.004(b)(7).
9114 	Plaintiffs filed this suit in the Fourth Division of the Texas Business Court,
which is "composed of the counties composing the Fourth Administrative Judicial
Region," including Bexar County. TEX. Gov'T CODE§ 25A.003(f). The district court
presiding over the original lawsuit sits in Kendall County, which is in the Sixth
6

Administrative 	Judicial 	Region-beyond 	the 	Texas 	Business 	Court's 	current
operating territory. See id. § 25A.003(h); id. § 74.042(g).
B. 	The Business Organizations Code specifies which district courts
have 	jurisdiction 	of 	an 	action 	for 	a 	Texas 	partnership's
receivership and dissolution.
<jfl5 	Plaintiffs' Amended Petition seeks (1) appointment of a liquidating receiver
under Sections 11.402 and 11.405 of the Texas Business Organizations Code and (2)
dissolution, winding up, and termination of the Partnerships under Section 11.314
of the Code.
<jfl6 	Under the first relevant section of the Business Organizations Code, entitled
"JURISDICTION TO APPOINT RECEIVER,,, a district court in the county in which a
domestic partnership's registered office or principal place of business is located has
jurisdiction to appoint a receiver for the entity. TEX. Bus. ORGS. CODE§ ll.402(b).
If the court has jurisdiction of the partnership's property and business under Section
ll.402(b), the court may order liquidation and "appoint a receiver to effect the
liquidation." Id. § ll.405(a). Likewise, "[a] district court in the county in which [a
partnership's] registered office or principal place 	of business" is located has
jurisdiction to order the entity's involuntary winding up and termination under the
conditions pleaded by Plaintiffs. Id. § 11.314; see Am. Pet. <JI 5.1. The Code also
specifies that "[a] receiver may be appointed for a domestic entity or for a domestic
7

entity's property or business only as provided for and on the conditions set forth in
this code." Id. § 11.401 (emphasis added).
<Jll 7 	Chapter ll 's statutory mandates are unequivocal. They vest jurisdiction to
appoint a liquidating receiver and to order a winding up and termination only in a
district court within the county of the partnership's registered office or principal
place of business. See Reciprocity Holdings, LLC v. Recens, Inc., No. 12-26-00102-
CV, _S.W.3d_, 2026 WL 1882854, at *4-5 (Tex. App.-Tyler June 30, 2026,
no pet.) (holding district court lacked jurisdiction to order receivership over an
entity's property absent facts demonstrating that the court had jurisdiction over the
property or that the entity's registered office or principal place of business was
located in the relevant county). The court rejects Plaintiffs' argument that Section
11.314 "is 	not jurisdictional." The Code makes dozens of references to both
jurisdiction and venue. 	Each term has a distinct meaning and effect that the
Legislature is presumed to intend when using it. In re Tex. Educ. Agency, 619 S.W.3d
679, 687-88 (Tex. 2021) ("We presume the Legislature knows the law and drafts
statutes with care, choosing each word for a purpose and purposefully omitting all
other words.").
<Jll8 	By extension, the Texas Business Court has concurrent jurisdiction over an
entity's dissolution or receivership if the entity's principal place of business or
registered office is within a county in one of the Court's operating divisions. See
8

TEX. Gov'T CODE§§ 25A.003, 25A.004(b); e.g. Kampmann v. Smith, 2026 Tex.
Bus. 42, 9[ 29, _S.W.3d_, 2026 WL 2015841, at *6 (4th Div.) (holding in suit for
dissolution that, based on location of registered office and principal place of
business, "[t]he court with power to wind up the entities is therefore a Bexar County
district court-or this court, exercising concurrent jurisdiction over actions arising
out of the Texas Business Organizations Code").
C. 	During pendency of the receivership, the Kendall County district
court retains exclusive jurisdiction of the Partnerships.
9[19 	Another subchapter of the Business Organizations Code includes a more
stringent jurisdictional rule that governs here: "A court that appoints a receiver
under this subchapter for the property or business of a domestic entity has exclusive
jurisdiction over the domestic entity and all of its property, regardless of where the
property is located." TEX. Bus. ORGS. CODE§ ll.408(b) (emphasis added).
9[20 	The doctrine has long been recognized as "well established[,] that a court
appointing 	a receiver has exclusive jurisdiction over the 	property subject to
receivership." Chimp Haven, Inc. v. Primarily Primates, Inc., 281 S.W.3d 629, 633
(Tex. App.-San Antonio 2009, no pet.). "The court's power over the receivership
property continues until either the court relinquishes its jurisdiction over the suit,
or the receiver is discharged and the property is restored to the persons who are
entitled to it." Id. (internal citation omitted).
9

9121 	In this suit, Plaintiffs seek a liquidating receivership and dissolution of the
three Partnerships. All parties agree that these same Partnerships were placed into
receivership by the Kendall County court in 2018 and that the receivership is still in
effect. Am. Pet. 91912.10-2.12, 7.1, 8.2, 8.4; Defs.' Juris. Br. at 1. Indeed, Plaintiffs
concede that they sought a liquidating receivership in Kendall County court and that
the trial court declined to order that relief. Pls.' Reply Br. 91 4.6. Defendants direct
the court to a recent Kendall County order that instead extends the existing
receiverships until further orders or until exhaustion of any appeals of the court's
judgment. Defs.' Juris. Br. at 2, Ex. H. Plaintiffs have also pleaded for dissolution
in both this suit and in the Kendall County suit. Am. Pet. 9191 5.2, 10.2; Pls.' Reply
Br. Ex. 2, 91915.1-5.3. Under the Kendall County orders, the current receiver retains
broad powers over the Partnerships, including the full authority over their assets
and operations as permitted under the relevant Texas statutes. Defs.' Juris. Br. Exs.
A,H.
9122 	The Partnerships are domestic entities, and because "[a] receiver may be
appointed for a domestic entity ... only as provided for and on the conditions set
forth in this code," the receiver was necessarily appointed under the relevant
receivership subchapter of the Business Organizations Code. See TEX. Bus. ORGS.
CODE§ 11.401. Having "appoint[ed) a receiver under [the relevant] subchapter for
the property or business of a domestic entity," the Kendall County 451st District
10

Court "has exclusive jurisdiction over the domestic entity and all of its property[.]"
Id. 	§ 11.408. And the Code's 	Chapter 	11 granted the Kendall County court
jurisdiction to appoint the receiver in the first instance according to Plaintiffs' own
pleading, which admits that the principal place of business for all three Partnerships
is in Kendall County-consistent with the Partnerships' operating agreements. No
authenticated evidence in the record disproves that fact.
9]23 	Nor did the Kendall County court's rendering of final judgment impair its
exclusive jurisdiction. During postjudgment and appellate proceedings, the court
may continue exercising jurisdiction over the three Partnerships, and the Kendall
County court is doing so. See Hill v. Hill, 460 S.W.3d 751, 764 (Tex. App.-Dallas
2015, pet. denied) (holding that "a trial court has jurisdiction to appoint a receiver
even while the main case is on appeal" and "judgments in the main case may be final
even though a receivership continues.").
D. 	Plaintiffs present no authority that would divest the Kendall
County court of exclusive jurisdiction during the receivership.
9]24 	None of Plaintiffs' remaining arguments confer jurisdiction on this court.
Plaintiffs look to the receivership statute in the Civil Practice and Remedies Code,
which provides broadly that "[a] court of competent jurisdiction may appoint a
receiver." TEX. Crv. PRAC. & REM. CODE § 64.001. But this general receivership
statute 	does 	not 	override 	the 	specific 	jurisdictional 	grants 	in 	the 	Business
Organizations Code, which by its terms creates the sole mechanism for receiverships
11

of Texas entities and dictates exclusivity once a court has appointed a receiver. TEX.
Bus. ORGS. CODE§ 11.401 ("[a] receiver may be appointed for a domestic entity or
for a domestic entity's property or business only as provided for and on the
conditions set forth in this code."); id. § ll.408(b ). Texas courts have long rejected
arguments like Plaintiffs'. See King Commodity Co. of Tex. v. State, 508 S.W.2d 439,
446-47 (Tex. Civ. App.-Dallas 1974, no writ); In re Est. of Hallmark, 629 S.W.3d
433, 438-39 (Tex. App.-Eastland 2020, no pet.).
9]25 	In King Commodity, the court held that the predecessor statutes to Chapter
11 of the Business Organizations Code vested exclusive authority to appoint a
receiver for a corporation's assets and business in the district court of the county of
the corporation's registered office. 508 S.W.2d at 446-4 7. The court expressly held
that the "general statutes governing receivers," the predecessor to the statutory
section relied upon by Plaintiffs, did not furnish an alternative basis to appoint a
receiver in a different county. Id. at 446. More recently, the Eleventh Court of
Appeals similarly held that the trial court lacked jurisdiction to order receivership
of a partnership under Section 64.001 because the general receivership statute
"must yield to the receivership provisions set out in the Business Organizations
Code." Hallmark, 629 S.W.3d at 438-39. Section 64.00l's requirement that a
receiver be appointed by a "court of competent jurisdiction" cannot override the
12

express statutory jurisdictional mandate for domestic entities. See id.; TEX. Bus.
ORGS. CODE§§ 11.314, 11.402; 11.408.
ljf 26 	Plaintiffs also contend that the Partnership agreements' designation of Bexar
County as a place of performance creates jurisdiction in this court. See Am. Pet. ljf 3.1
(citing TEX. Crv. PRAC. & REM. CODE§ 15.035(a)). Section 15.035, however, is a
venue statute that appears in a subchapter captioned "Permissive Venue." It
governs where suit may be brought, not whether a court possesses subject-matter
jurisdiction. See In re Applied Chem. Magnesias Corp., 206 S.W.3d 114, 116 (Tex.
2006) ("Section 15.035 of the Civil Practice and Remedies Code is a permissive,
not mandatory, venue provision dealing with written contracts.").
E. 	Chapter 25A does not grant this court concurrent jurisdiction
over this suit.
ljf27 	The Texas Business Court does not have concurrent jurisdiction of this suit,
based on the claims pleaded and relief requested. "A receiver has been said to be an
arm or instrumentality of the court, holding possession of property for the court
which appointed him." First S. Props., Inc. v. Vallone, 533 S.W.2d 339, 343 (Tex.
1976). "The rule prohibiting interference with property In custodia legis is derived
from the exclusive jurisdiction which arises out of possession of the res." Id. at 342-
43j see Clark v. Clark, 638 S.W.3d 829, 836 (Tex. App.-Houston [14th Dist.]
2021, no pet.) ("Once a trial court appoints a receiver, the receivership property is
in custodia legis, or in the custody of the court."). "Nowhere is the doctrine enforced
13

more stringently than when other courts attempt to interfere." First S. Props., Inc.,
533 S.W.2d at 343.
<jf 28 	It is true that Chapter 25A grants the Texas Business Court concurrent
jurisdiction over certain types of "actions in which a district court has exclusive
jurisdiction," TEX. Gov'T CODE § 25A.004(b) (emphasis added). But, unlike other
general jurisdictional statutes granting district courts exclusive jurisdiction over
specified types of actions, Section 11.408 specifies exclusivity as to "a court that
appoints a receiver" -any court. And, rather than confer jurisdiction over certain
"actions," Section 11.408 confers exclusivity specifically over the entities and their
property.
<jf29 	The Texas Supreme Court has long recognized that the exclusivity doctrine
applies even to courts that would otherwise share concurrent jurisdiction, as it "for
the time being disables other courts of co-ordinate jurisdiction from exercising a like
power." Firsts. Props., Inc., 533 S.W.2d at 343 (quoting Farmers, Loan & Tr. Co. v.
Lake St. Elevated Ry. Co., 177 U.S. 51, 61 (1900)). Considering the plain language
of Chapter 11, the fiercely guarded exclusivity doctrine as it applies to court-
appointed 	receivers, 	the 	breadth 	of 	the 	receivership 	orders 	here, 	and 	the
longstanding rationale for vesting jurisdiction in a single forum while an arm of the
court holds the entities and their property, the court concludes the Kendall County
district court is the sole court with jurisdiction over the Partnerships.
14

<j)30 	In any event, the district court at issue lies outside the Texas Business Court's
active operating divisions, so the court cannot derive its concurrent jurisdiction of
this suit from the Kendall County district court. See TEX. Gov'T CODE§§ 25A.003;
25A.004(b); 	25A.006(b)-(c) 	(describing 	transfer 	or 	dismissal 	procedures 	if
business court lacks jurisdiction or determines venue is improper within any
operating division of the court). Given that all requested claims and relief in this suit
require exercising jurisdiction over the Partnerships or their property, the court
concludes it does not share concurrent jurisdiction with the Kendall County district
court.
<j)31 	In the event that the Texas Business Court lacks jurisdiction of a suit before
it, Chapter 25A affords plaintiffs the option of either (1) transfer to a court of proper
venue or (2) dismissal without prejudice to the party's rights. Id.§ 25A.006(b). If
proper venue lies outside any operating division of the Texas Business Court,
plaintiffs may elect to transfer to a district court or county court of law of proper
venue. Id.§ 25A.006(c). At the hearing, the court instructed Plaintiffs to specify
their 	election 	under 	Section 	25A.006 	when 	submitting 	their 	supplemental
jurisdictional briefing, but they did not do so. Absent a request for transfer to any
specified court, the court therefore dismissed the claim without prejudice to refiling.
See NGL Water Sols. Permian, LLC v. Lime Rock Res. V-A, L.P., 2025 Tex. Bus. 20,
15

91 22, 2025 WL 1445867, at *5 (11th Div.), appeal dism)d) No. 15-25-00098-CV,
2025 WL 3210624 (Tex. App.-15th Dist. Nov. 18, 2025).
9[32 	Having determined the plea to the jurisdiction should be granted on this basis,
the court need not reach Defendants' argument that the suit falls short of Chapter
25A's amount-in-controversy threshold or their alternative request for a plea in
abatement based on the dominant-jurisdiction doctrine.
CONCLUSION AND ORDER
For these reasons, the court granted Defendants' plea to the jurisdiction,
styled as Defendants' Brief Contesting the Court's Jurisdiction to Hear this Case.
The 	court 	finds 	no 	prejudice 	inures 	to 	Defendants 	from 	the 	court's
consideration of the Plaintiffs' reply brief, particularly following the parties'
additional opportunity for supplemental briefing and in light of the parties' election
for 	written 	submission 	of 	the 	jurisdictional 	issues. 	The 	court 	orders 	that
Defendants' motion to strike Plaintiffs' reply brief is DENIED.
SO ORDERED.
SIGNED ON: September 4, 2026
16
~ 	-r	STACYRO 	RSSMP
Judge of the Texas Business Court,
Fourth Division