Southwest Airlines Pilots Assoc. v. The Boeing Co.

2026 Tex. Bus. 37

The Business Court of Texas,
First Division

SOUTHWEST AIRLINES PILOTS §
ASSOCIATION (SWAPA), §
Plaintiff, § Cause No. 25-BC01A-0040
v. §
THE BOEING COMPANY, §
Defendant. §
═════════════════════════════════════════
Memorandum Opinion and Order
on Defendant’s Motion for Summary Judgment
═════════════════════════════════════════
¶1 Defendant The Boeing Company (“Boeing”) moves for summary

judgment on the claims of Plaintiff Southwest Airlines Pilots Association

(“SWAPA”) on grounds that Plaintiff cannot establish proximate causation

as a matter of law. Boeing argues that Plaintiff’s pleadings allege harm that is

“too attenuated” from the alleged wrongful conduct, negating both the
“substantial factor” prong of the cause-in-fact element and the

“foreseeability” element.1 Def.’s Mtn. at p. 15.

¶2 Summary judgment on the pleadings presents a high burden for

the movant. See W. Orange-Cove Consol. I.S.D. v. Alanis, 107 S.W.3d 558, 579

(Tex. 2003) (noting movant’s obligation to establish, when seeking judgment

on the pleadings, nonmovant’s inability to plead a claim as a matter of law).

The Court must “assume that all facts alleged . . . are true and indulge all

reasonable inferences in the light most favorable to [the non-movant].” Flores

v. Tholstrup, No. 14-11-00921, 2013 WL 176035, at *2 (Tex. App.—Houston

[14th Dist.] 2013), pet. dism’d, 2015 WL 6421251 (Tex. 2015) (per curiam);

see Natividad v. Alexsis, Inc., 875 S.W.2d 695, 699 (Tex. 1994). Generally,

even when pleadings are deficient in stating a cognizable claim, the non-

movant must be allowed an opportunity to re-plead before his claim is

susceptible to judgment. See Massey v. Armco Steel Co., 652 S.W.2d 932, 934

(Tex. 1983); see also Friesenhahn v. Ryan, 960 S.W.2d 656, 658 (Tex. 1998).

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Boeing’s motion seeks judgment on the pleadings. See, e.g., Pope v. Shelton,
No. 05-90-01566, 1992 WL 14011, at *4 (Tex. App.—Dallas 1992, writ
denied) (Whitham, J., concurring).

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¶3 Under the standard set forth above, Boeing has not established

that SWAPA has pleaded itself out of court as a matter of law. Where

SWAPA’s pleadings are deficient, SWAPA is entitled an opportunity to re-

plead. Accordingly, the Court denies Boeing’s motion without prejudice.

I. Similar federal cases cited by Boeing are legally and factually
distinguishable.

¶4 In support of its motion, Boeing relies heavily on federal litigation

stemming from the grounding of the 737 MAX fleet: Christensen v. Boeing Co.,

No. 20 C 1813, 2021 WL 83548 (N.D. Ill. Jan. 11, 2021), and In re Boeing 737

MAX Pilots Litigation, 638 F.Supp.3d 838 (N.D. Ill. 2022). Neither is

outcome-dispositive in this case because each involved distinguishable federal

pleading standards and different factual allegations than those presented here.

¶5 Relevant to the discussion of both cases is the fact that pleading

standards differ between federal and Texas state courts. Compare FED. R. CIV.

P. 8, 9(b), 12(b)(6) with TEX. R. CIV. P. 45, 47, 91, 91A. Because federal

plaintiffs must plead with greater specificity, a federal court may assume that

the absence of certain facts in a complaint indicates that such facts either do

not exist or are not relied upon by the plaintiff. See, e.g., Contranchis v. All

Coast, LLC, No. 15-1534, 2015 WL 6669675, at *4 (E.D. La. Nov. 2, 2015)

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(noting that failure to plead facts constituting knowledge precluded court

from inferring knowledge); see also Perron v. Travis, No. 20-00221, 2021 WL

1187077, at *6 (M.D. La. Mar. 29, 2021) (noting that failure to plead facts

supporting allegations demanded dismissal of claim). Texas state courts

cannot make such presumptions because plaintiffs need only give fair notice

of their claims. See Kopplow Dev., Inc. v. City of San Antonio, 399 S.W.3d 532,

536 (Tex. 2013). It logically follows that Texas litigants, unlike federal court

litigants, must generally be allowed to replead a deficient claim before

suffering an adverse judgment. See Friesenhahn, 960 S.W.2d at 658 (noting

an exception when “pleading deficiency is of the type that could not be cured

by an amendment”). In that context, the Court analyzes the persuasive weight

of the Illinois cases cited by Boeing.

¶6 In Christensen, a class action was brought in a federal district

court on behalf of Southwest Airlines flight attendants alleging, inter alia,

fraud, negligence, and fraudulent and negligent misrepresentations. 2021 WL

83548, at *1. The plaintiffs pleaded that Boeing’s alleged misrepresentations

to others regarding the 737 MAX aircraft and the grounding of the fleet

resulted in lost wages and other damages to the flight attendants. Id.

Following Boeing’s motion to dismiss for failure to state a claim, the Northern

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District Court in Illinois found—among other deficiencies—that the plaintiffs

failed to plead facts that, taken as true, would establish the “cause-in-fact”

and “legal cause” elements of proximate causation.2 Id. at *1-2. Specifically,

the court found that “plaintiffs’ alleged injuries (to the extent they have pled

any) are not a direct result of defendant’s alleged misconduct.” Id. at *2.

“Such indirect claims,” the court continued, “are barred under Illinois law.”

Id.

¶7 The District Court in Christensen had no reason to order or allow

the flight attendants an opportunity to replead their claims. A pleading

amendment would not bring the flight attendants’ lost wages any closer to the

alleged wrongful conduct (i.e., misrepresentations to the public) in the chain

of causation. Moreover, to the extent that case also involved allegations

concerning the flight attendants’ collective bargaining agreement with the

airline, the alleged misrepresentations came after the collective bargaining

2 Under Illinois law, “cause-in-fact” refers to “but for” causation
(Christensen, 2021 WL 83548, at *1)—an element not challenged here. “Legal
cause” under Illinois law roughly approximates the foreseeability element of
proximate cause as it is defined in Texas law. Compare id. (“Legal cause
requires that the alleged injury be a foreseeable consequence of the alleged
misrepresentation.” (internal quotation omitted)) with Werner Enters., Inc. v.
Blake, 719 S.W.3d 525, 537 (Tex. 2025) (discussing foreseeability).

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agreement was executed—a fact that differs from the pleadings before this

Court. Thus, any harm suffered in relation to the collective bargaining

agreement could not (chronologically) be traced back to the alleged

misrepresentations. Those factual distinctions are important.

¶8 Regarding the 737 MAX Pilots Litigation, pilots brought claims

against Boeing for strict liability, negligence, fraudulent concealment, and

fraudulent misrepresentation on the theory that—as summarized by a

different Northern District Judge in Illinois—Boeing “designed a defective

plane, which led to crashes, which led to the grounding of the fleet, which

caused a loss of job opportunities, which hit [the pilots] in the pocketbook.”

737 MAX Pilots Litig., 638 F.Supp.3d at 844-45. On those pleadings, the

District Court found no legal cause as required for proximate causation,

agreeing with Boeing’s view that “any design flaws did not proximately cause

any loss of income allegedly suffered by the pilots.” Id. at 850. The pilots’

claimed lost earnings were too attenuated to be proximately caused by an

alleged design defect.

¶9 But like Christensen, that case is also factually distinguishable

because the claims of those pilots were predicated on alleged design defects

and misrepresentations and omissions to the public in general, which led to

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the grounding of the fleet and alleged lost income to flight crew. Id. at 858.

Here, SWAPA—as the assignee of the pilots’ claims—alleges that the pilots

were induced by Boeing’s misrepresentations to SWAPA and its Members to

enter into a disadvantageous collective bargaining agreement with Southwest

Airlines. The pilots here do not simply “seek to recover damages based on

plane crashes experienced by other people.” Id. at 844.

¶10 The Texas Supreme Court has already characterized the instant

suit as, at its core, a “complaint . . . that Boeing made misrepresentations

about the MAX with the intent to induce SWAPA and the pilots to agree in the

2016 CBA to fly the MAX.” Boeing Co. v. Sw. Airlines Pilots Ass’n, 716

S.W.3d 140, 150-51 (Tex. 2025). This Court, having a similar view of the

nature of SWAPA’s claims, rejects Boeing’s casting of SWAPA’s claims as

solely mirrors of those for lost wages and other sums due to design defects and

the grounding of the MAX fleet as articulated in Christensen and 737 MAX

Pilots Litigation. In contrast with those cases, SWAPA’s pleadings give fair

notice that it seeks to establish that Boeing’s alleged misrepresentations to

SWAPA and its Members during their collective bargaining negotiations with

the airline proximately caused SWAPA to enter into a disadvantageous

contract that resulted in injury to SWAPA and its Members.

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¶11 SWAPA’s factual allegations are drawn from two separate

pleadings originally filed in two separate cases, one in 2019 and one in 2021.

The two cases were consolidated prior to removal to this Court (see Jt. Notice

of Removal at p. 2), and no amended pleading has superseded the two

separate petitions. Accordingly, they are construed together by the parties in

their briefs and by the Court here.

¶12 In its 2019 petition, SWAPA alleges, in relevant part:

• “Boeing’s false representations, made directly to SWAPA, caused
SWAPA to agree, despite its initial reluctance, to include the 737
MAX as a term in its collective bargaining agreement (‘CBA’)
with Southwest.” Pl.’s 2019 Pet. at ¶ 7.

• “The Ethiopian Airlines crash demonstrated conclusively that
even after the Lion Air crash, Boeing continued its pattern of
misrepresentations by telling SWAPA and the public that the 737
MAX was safe and similar to prior generations of 737 aircraft.”
Id. at ¶ 239.

• Boeing concealed all or parts of the truth when it had a legal duty
to speak, and when it had already made partial representations
concerning differences between the 737 NG and 737 MAX to
SWAPA.” Id. at ¶ 431.
Similar allegations are found in SWAPA’s 2021 petition:

• “SWAPA and the individual SWAPA Members to whom these
representations were directly made relayed Boeing's claims to
SWAPA's full Membership. Further, because Boeing omitted
key information from its discussions with a subset of SWAPA
Members, such omissions filtered down to the membership
and impacted their decisions.” Pl.’s 2021 Pet. at ¶ 178.

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• “Based on Boeing's misrepresentations and assurances to
SWAPA, its Members, and Southwest, SWAPA altered the
bargaining and negotiating position it was taking on behalf of
its Members.” Id. at ¶ 190.

Collectively, these factual allegations give Boeing fair notice that SWAPA

seeks to establish liability for the execution of a collective bargaining

agreement with Southwest which was the product of reliance on alleged

misrepresentations to SWAPA and its Members—both affirmative and

by omission—on the part of Boeing. For these reasons, the holdings of

Christensen and 737 MAX Pilots Litigation—while persuasive to this

Court—do not operate as a wholesale bar on SWAPA’s ability to recover

in this case.

II. SWAPA’s pleadings are deficient as to proximate causation, but
SWAPA is entitled an opportunity to cure its deficiencies.

¶13 Boeing correctly points out that SWAPA’s live pleadings do

include isolated allegations for which, to the extent they form the basis of

SWAPA’s suit, proximate causation could be legally foreclosed for the same

reasons articulated in the Illinois opinions. Specifically, Boeing takes issue

with SWAPA’s pleading for damages from the grounding of the 737 MAX

aircraft fleet. See, e.g., Def.’s Mtn. at pp. 7-8 (“SWAPA . . . alleges that the

grounding caused Southwest to operate fewer flights, which ultimately

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harmed SWAPA and its members by causing them to earn less in wages and

pay less union dues.”). But as noted above, SWAPA’s pleadings present a

different theory of liability: that Boeing made misrepresentations to SWAPA

and its Members to induce the same into a collective bargaining agreement

with the airline. And under Texas’ fair notice pleading standard, the Court

cannot presume that SWAPA is unable to articulate recoverable damages

attributable to that theory simply because its pleadings contain other damage

allegations.

¶14 The Texas Supreme Court gave guidance on the standard for

judgment on the pleadings in Friesenhahn (960 S.W.2d 656). There, the Court

affirmed the remand of claims dismissed by a trial court because judgment

“was improperly rendered against [the plaintiffs] before they had an

opportunity to replead.” Id. at 659. Texas law dictates that “[b]efore a court

may grant a ‘no cause of action’ summary judgment . . . it must give the parties

an adequate opportunity to plead a viable cause of action.” Id. (citing Massey,

652 S.W.2d at 934). That case echoed the holding in In Interest of B.I.V., 870

S.W.2d 12, 14 (Tex. 1994), that “summary judgment should not be based on

a pleading deficiency that could be cured by amendment.” Once afforded the

opportunity to amend, summary judgment on the pleadings may be granted

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“[i]f the party refuses to amend, or the amended pleading fails to state a cause

of action.” Friesenhahn, 960 S.W.2d at 658.

¶15 The instant litigation is akin to Friesenhahn and Massey. In the

former, plaintiffs were denied an opportunity to replead before summary

judgment was granted on their wrongful death and negligence claims based on

a failure to plead a cognizable legal duty on the part of defendants. Id. at 657-

59. In the latter, the plaintiff was denied an opportunity to replead before

summary judgment was granted on his civil conspiracy claim based a failure

to plead an unlawful overt act. Massey, 652 S.W.2d at 934. Rather than

assuming that the plaintiffs were unable to plead a cognizable legal duty or the

existence of an unlawful act in furtherance of conspiracy, respectively, the

Supreme Court of Texas held that these plaintiffs were entitled to an

opportunity to cure these deficiencies.

¶16 Likewise, here, where SWAPA has alleged wrongful conduct by

Boeing impacting SWAPA’s collective bargaining agreement with the airline,

SWAPA must be afforded an opportunity to cure its pleading deficiency by

amending its petition to articulate a harm that does not exceed the limits of

proximate causation. See In re First Rsrv. Mgmt., L.P., 671 S.W.3d 653, 661–

62 (Tex. 2023) (fair notice means the pleading gives notice not just of the

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claim and relief sought but also of the essential facts supporting the claims);

Kissman v. Bendix Home Sys., Inc., 587 S.W.2d 675, 677 (Tex. 1979) (holding

pleadings failed to give notice of claim for repair costs and noting that prayer

for relief must match the facts alleged as the basis for relief). Only if SWAPA

fails to amend, or if its amendment again fails to state a cognizable claim,

would judgment on the pleadings be appropriate.

¶17 For these reasons, Boeing’s motion must be DENIED. This denial

is WITHOUT PREJUDICE. Any amended pleading by SWAPA must be filed

no later than June 19, 2026.

¶18 IT IS THEREFORE ORDERED that Defendant The Boeing

Company’s Motion for Summary Judgment is DENIED WITHOUT

PREJUDICE.

¶19 IT IS FURTHER ORDERED that Plaintiff SWAPA must replead

no later than June 19, 2026.

SO ORDERED.

______ ________________
ANDREA K. BOURESSA
Judge of the Texas Business Court,
First Division

SIGNED ON: June 9, 2026.

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