Full Opinion

Affirmed and Opinion filed October 27, 2026. In The Fifteenth Court of Appeals NO. 15-25-00014-CV 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 LLC, AND BX PRIMEXX TOPCO LLC, Appellants V. PRIMEXX ENERGY OPPORTUNITY FUND, LP AND PRIMEXX ENERGY OPPORTUNITY FUND II, LP, Appellees On Appeal from the Business Court Division 1B Dallas County, Texas Trial Court Cause No. 24-BC01B-0010 OPINION When these parties first squared off in a Dallas County district court, Appellants made a general appearance by filing an answer and convincing the trial court to enforce a forum-selection clause. After the case was dismissed, refiled in federal court, dismissed, refiled in Dallas County district court, removed to the Business Court, dismissed, and refiled in the Business Court, Appellants filed special appearances, which the Business Court denied. The question at the center of this appeal is whether Appellants’ consent in the first suit applies equally to this fourth suit. Guided by due process, we hold that it does, since this is the same dispute between the same parties involving the same facts and the same claims in the same forum that Appellants agreed could exercise personal jurisdiction. We affirm. BACKGROUND The sale Appellants are Delaware entities affiliated with private-equity firm and ultimate parent company Blackstone, Inc. BPP Holdco LLC, another affiliate, but not one of the Appellants, sits below them on the corporate organizational chart. For simplicity, we refer to Appellants collectively as the “Blackstone Appellants.” Primexx Energy Partners, Ltd. (the Partnership) owned Primexx Resource Development LLC, an energy company that was operating in the Delaware Basin. In 2016, the Blackstone Appellants allegedly acquired a majority interest in Primexx Resource Development by investing in the Partnership through BPP HoldCo. Appellees Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP (the Funds) were minority investors and limited partners in the Partnership. The Partnership was governed by a Third Amended and Restated Limited Partnership Agreement. As described in detail in the briefs in a companion case, No. 15-25-00120-CV, the Partnership Agreement gave BPP HoldCo—the only Blackstone affiliate that signed the Partnership Agreement—the authority to cause a sale of the Partnership or substantially all of its assets and to include minority interests in the sale, so-called “Drag-Along Rights.” The Partnership Agreement also 2 contained a distribution waterfall whereby sales proceeds would be distributed largely to BPP HoldCo before distribution to the Funds. During the summer of 2021, Callon Petroleum Operating Company made several offers to purchase Primexx Resource Development. BPP HoldCo exercised its contractual drag-along right to proceed with the sale. The Board of Directors for the Partnership’s managing general partner, Primexx Energy Corporation, unanimously approved the sale, which closed in October 2021. The sale did not go over well with the Funds. According to the Funds, the final sales price was “barely half” the price at which the Partnership had been independently valued around the same time. Given the sales price, and applying the Partnership Agreement’s distribution waterfall, most of the sales proceeds went to BPP HoldCo and the Blackstone Appellants, while the Funds suffered “a near total loss” on their investments in the Partnership.1 The Funds turned to the courts seeking redress, but the dispute proceeded down a meandering procedural path for two years. The litigation In December 2022, the Funds sued the Blackstone Appellants, BPP HoldCo, Primexx Energy Corporation, and its CEO Chris Doyle in Dallas County’s 298th District Court, alleging claims for breach of statutory and contractual duties to act in good faith and with loyalty in the Callon transaction. All 9 Blackstone Appellants joined BPP HoldCo and Primexx Energy Corporation in filing two documents on the same day: (1) an original answer (with special exceptions) and (2) a joint motion to dismiss for improper venue. In the answer, the defendants generally denied the Funds’ allegations, subject to special exceptions and the dismissal motion. In the dismissal motion, the defendants asked the trial court to enforce a forum-selection clause in the Partnership Agreement purporting to confer “exclusive jurisdiction” 1 The Funds claim that, based on SEC filings, each Blackstone affiliate “received, and beneficially owned, over 8.8 million shares of Callon as proceeds from the Callon sale.” 3 over claims arising out of the Agreement on a federal district court in Dallas. The motion specifically argued that the forum-selection clause could be enforced by nonsignatories to the Partnership Agreement (i.e., the Blackstone Appellants). By order dated March 29, 2023, the trial court granted the motion and dismissed the suit without prejudice. About a month later, the Funds refiled the lawsuit in the United States District Court for the Northern District of Texas. They added BPP HoldCo President Angelo Acconcia as a defendant, but “otherwise the parties remained the same.” Soon after, the federal district court issued an order advising that the case was subject to dismissal for lack of subject-matter jurisdiction because it did not appear to have either federal question or diversity jurisdiction, and also because jurisdiction could not be “expanded upon agreement of the parties.” The court dismissed the suit for lack of subject-matter jurisdiction on July 14, 2023.2 About two weeks later, the funds refiled the lawsuit against all the same defendants in Dallas County, where it was assigned to the 68th District Court. In late September 2023, BPP HoldCo, Primexx Energy Corporation, and Doyle filed a motion to transfer the case to the 298th District Court—the court to which the first suit was assigned. Citing several local rules, they sought a transfer because the Funds “alleg[ed] the same claims against the same parties arising out of the same transaction as the First Action that the 298th District Court previously dismissed…. [M]any of the allegations in the instant action are word-for-word verbatim of the allegations in the First Action.”3 Acconcia and the Blackstone Appellants filed special appearances. It appears the case was transferred to the 298th District Court sometime around May 2024, but the special appearances were still pending when 2 See FED. R. CIV. P. 12(h)(3). 3 BPP HoldCo, Primexx Energy Corporation, and Doyle also filed a Notice of Related Case in the 298th District Court under the same cause number as the first suit: DC-22-17122. 4 the suit took yet another procedural turn a few months later. In September 2024, the Funds removed the case to the newly created Business Court. But after the Business Court requested briefing on § 8 of the legislation creating the court,4 the parties agreed to dismiss the case without prejudice.5 The Funds then refiled in the Business Court an original petition that was “substantially identical to the petition in the Third Action that the parties … tried to remove” to the Business Court. The Blackstone Appellants quickly filed special appearances, arguing that the Funds failed to allege any facts that would support exercising either general or specific jurisdiction over them. The Funds opposed in part on the ground that the Blackstone Appellants had waived any objection to personal jurisdiction by consenting to it in the first suit. The Business Court denied the special appearances. In its written opinion, it reasoned that the Blackstone Appellants’ “general appearance in the First Action waived the[] right to object to personal jurisdiction here,” since “this action is essentially the same action as the first one filed … in the 298th Judicial District Court.”6 The Blackstone Appellants appeal, arguing that their “actions” in the first suit could not have waived their special appearances in this fourth one.7 4 See Act of May 25, 2023, 88th Leg., R.S., ch. 380, § 8, 2023 Tex. Gen. Laws 918, 928 (“The changes in law made by this Act apply to civil actions commenced on or after September 1, 2024.”). 5 Cf. In re ETC Field Servs., LLC, 707 S.W.3d 924, 927 (Tex. App.—15th Dist. 2025, orig. proceeding) (holding that “removal of a pending civil action does not commence a new civil action in the Business Court but simply transfers an existing one”). 6 After the special appearances were denied, the Funds filed an amended petition that added Blackstone, Inc. as a defendant. The Business Court confirmed that its Order addressed the Fund’s Original Petition. Our analysis does too. 7 We review the Business Court’s ruling de novo. See BMC Software Belgium, N.V. v. Marchand, 83 S.W.3d 789, 794 (Tex. 2002). 5 DISCUSSION We begin with the Blackstone Appellants’ consent in the first suit and end with their consent in the fourth. I. The first suit It is elementary that a court must have “power over the parties” to issue a binding judgment. Fuld v. Palestine Liberation Org., 606 U.S. 1, 11 (2025). But “objections to personal jurisdiction generally can be waived, and a party may consent to the personal jurisdiction of a court.” Guardianship of Fairley, 650 S.W.3d 372, 380 (Tex. 2022). A litigant may consent to personal jurisdiction by a “variety of legal arrangements,” including through a “freely negotiated” forum-selection clause.8 Burger King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14 (1985). It is also settled that a party enters a general appearance, and thus consents to the jurisdiction of a court, when it “recognizes by its acts that an action is properly pending” or “seeks affirmative action from the court.” Exito Elecs. Co. v. Trejo, 142 S.W.3d 302, 304 (Tex. 2004). The Partnership Agreement contains a forum-selection clause, but it alone cannot establish consent to exercise personal jurisdiction over the Blackstone Appellants in this suit because they did not sign the Partnership Agreement.9 Nor do any of the “rare” circumstances in which a forum-selection clause can be enforced against a nonsignatory apply here.10 But that does not mean the forum-selection 8 See Michiana Easy Livin’ Country, Inc. v. Holten, 168 S.W.3d 777, 792 (Tex. 2005). 9 See Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 443 (Tex. 2017) (“As a general proposition, a forum-selection clause may be enforced only by and against a party to the agreement containing the clause.”). 10 See id. at 444–46 (discussing the transaction-participant theory, the concerted misconduct doctrine, and the major-transaction mandatory venue provision). The Funds assert a judicial estoppel argument, but they do not suggest that the Blackstone Appellants should be treated as signatories to the Partnership Agreement for purposes of the forum-selection clause. 6 clause is irrelevant. In the first suit, the Blackstone Appellants joined the other defendants in filing a motion in which they asked the trial court to enforce the forum-selection clause as to them and dismiss the suit. In filing the motion, they sought “affirmative action” from the court.11 The Blackstone Appellants also joined the other defendants in filing an answer, subject only to special exceptions, and thus “recognize[d]” that the suit was “properly pending” in Dallas County district court.12 We therefore conclude, as the Business Court did, that the Blackstone Appellants “consented to litigate these claims in at least the 298th District Court of Dallas County, Texas.” II. The fourth suit The more difficult question is whether the waiver has any application in this suit. We hold it does because, (1) the Blackstone Appellants agreed that a Texas court could exercise jurisdiction over them in a lawsuit brought by the Funds alleging breach claims arising out of the Callon transaction; (2) this suit is exactly that: a lawsuit brought by the Funds in the Business Court alleging breach claims arising out of the Callon transaction; and (3) exercising personal jurisdiction over the Blackstone Appellants is consistent with due process. The nature of the consent “The purpose of the personal-jurisdiction analysis is to determine whether the forum—the State of Texas—may exercise personal jurisdiction over a defendant consistent with due process.”13 Thus, when a party files a special appearance, it does 11 Exito Elecs. Co., 142 S.W.3d at 304. 12 Id. 13 LG Chem. Am., Inc. v. Morgan, 670 S.W.3d 341, 348 (Tex. 2023) (emphasis added); see Asahi Metal Indus. Co. v. Superior Ct. of Cal., 480 U.S. 102, 108 (1987) (explaining that the Fourteenth Amendment’s Due Process Clause “limits the power of a state court to exert personal jurisdiction over a nonresident defendant” (emphasis added)). 7 not challenge the authority of just the court in which the case is pending to exercise personal jurisdiction, but rather the authority of the courts of the State of Texas to do so.14 Likewise, consent to personal jurisdiction represents “an intention to submit to the laws of the forum State.”15 When the Blackstone Appellants generally appeared in the first suit, they consented to the exercise of personal jurisdiction over them by not just the 298th District Court, but by the courts of the State of Texas, which includes the Business Court.16 Stated more precisely, the Blackstone Appellants agreed that a Texas court could exercise personal jurisdiction over them in a lawsuit filed by the Funds alleging breach of fiduciary duty claims arising out of the Callon transaction. The sameness of the suits This fourth suit is the same as the first in all material respects: the Funds sued the Blackstone Appellants in a Texas forum alleging breach-of-fiduciary-duty claims arising out of the Callon transaction. In moving to transfer the third suit back to the 298th District Court, the Blackstone Appellants’ own co-defendants said the Funds had “alleg[ed] the same claims against the same parties arising out of the same transaction as the First Action that the 298th District Court previously dismissed,” and that “[m]any of the allegations … are word-for-word verbatim of the allegations in the First Action.” The Business Court in turn confirmed that the original petition in this fourth suit “is substantially identical to the petition in the Third Action,” 14 See TEX. R. CIV. P. 120a (“a special appearance may be made … for the purpose of objecting to the jurisdiction of the court over the person … on the ground that such party … is not amenable to process issued by the courts of this State”) (emphasis added). 15 J. McIntyre Machinery, Ltd. v. Nicastro, 564 U.S. 873, 881 (2011); see Ins. Corp. of Ireland v. Compagnie des Bauxites de Guinee, 456 U.S. 694, 702–03 (1982). 16 Mass. Bay Ins. Co. v. Adkins, 615 S.W.3d 580, 600 (Tex. App.—Houston [1st Dist.] 2020, no pet.) (“[B]y filing its answer, unconditioned by a special appearance, Massachusetts Bay acknowledged that the case was properly pending before a Texas court.”). 8 which meant “the active pleading here asserts the same cause of action arising out of the same transaction as the First Action against the same Blackstone Defendants.” No one disagrees with these characterizations, and the record bears them out. The Funds did add Acconcia as a defendant in the second suit, but that change is immaterial because he is not one of the Blackstone Appellants, and in any event he separately filed his own special appearance in this fourth suit. The fairness of exercising personal jurisdiction We end where we began: with the Blackstone Appellants’ consent. Our “primary concern” when assessing whether a court has personal jurisdiction over a nonresident defendant is “the constitutional right to due process.” BRP-Rotax GmbH & Co. KG v. Shaik, 716 S.W.3d 98, 104 (Tex. 2025). Interstate federalism aside, the Due Process Clause of the Fourteenth Amendment is principally concerned with “treating defendants fairly.” Fuld, 606 U.S. at 13. That means treatment that is “just; equitable.”17 As explained, it has long been considered fair to exercise personal jurisdiction over a nonresident defendant when it has consented.18 It is fair because the nonresident defendant voluntarily submits to the forum’s jurisdiction—sometimes expressly (e.g., in a forum-selection clause) and sometimes impliedly (e.g., by generally appearing).19 We hold that the Blackstone Appellants’ implied consent in the first suit applies equally here because the suits are indistinguishable in the eyes of due process. The first suit was dismissed and refiled three times, but while the courts entertaining the suit changed, the nature of the dispute, the composition of the parties, the historical facts, the underlying claims, and the Texas forum where the 17 Fair, BLACK’S LAW DICTIONARY (11th ed. 2019). 18 See Burger King Corp., 471 U.S. at 472 n.14; Ins. Corp. of Ireland, 456 U.S. at 702–03; Guardianship of Fairley, 650 S.W.3d at 380. 19 See SEC v. Stanford Int’l Bank, Ltd., 112 F.4th 284, 295 (5th Cir. 2024). 9 Blackstone Appellants voluntarily assented to personal jurisdiction are all the same. There is no meaningful difference. There is no surprise. The question is whether it would be unfair or inequitable to exercise personal jurisdiction over the Blackstone Appellants in this suit when it was materially the same as the first. The Blackstone Appellants offer a few reasons, but none are convincing. The Blackstone Appellants observe that participation in a suit does not equal consent to personal jurisdiction ad infinitum. We agree, but we do not hold that the Blackstone Appellants’ consent was open-ended, counting for all disputes of any kind involving the Funds or others in Texas. We hold that they consented to specific personal jurisdiction, not to general personal jurisdiction in any kind of case. Forum- selection clauses are a handy comparison. They commonly designate consent to personal jurisdiction only for matters “arising out of” the underlying agreement.20 Just as consent is cabined to the agreement, the consent here is cabined to the same parties, claims, and forum as the first suit. The Blackstone Appellants note that the suits are technically different because they have different cause numbers and courts. True enough, but that is the unavoidable procedural consequence resulting from the fact that each subsequently filed suit was previously dismissed, necessitating a refiling instead of a remand with a new cause number in a new court. The second suit followed the first suit’s dismissal to enforce the forum-selection clause. The third suit followed the second suit’s dismissal for want of subject-matter jurisdiction. And the fourth suit followed the third suit’s agreed dismissal to properly invoke the Business Court’s newly created jurisdiction. That the first two years of this litigation shuttled between several state and federal courts does not mean that the fourth suit is meaningfully different than the first. 20 Pinto Tech. Ventures, 526 S.W.3d at 434. 10 The Blackstone Appellants suggest nothing they did in the first suit matters because a dismissal without prejudice “places the parties in the position that they were in before the court’s jurisdiction was invoked.” But that rule is meant to convey that a dismissal without prejudice “does not prevent relitigation of the same claim against the same party.”21 That was not an issue here because the Funds were permitted to refile their claims. Insofar as the Blackstone Appellants mean to suggest that we cannot consider events from the first suit in any way, there are numerous instances in which Texas law accounts for the past in assessing the present, including when a successive suit is filed in a different court. For example, a plaintiff cannot nonsuit its case and refile it in a different county after a venue determination has been made.22 The court in which suit was first filed acquires dominant jurisdiction when interrelated suits are pending in different counties and venue is proper in both.23 Res judicata “bars lawsuits that arise out of the same subject matter as a prior suit when, with the use of diligence, that subject matter could have been litigated in the prior suit.”24 And of course there is stare decisis.25 Each theory relies upon and shows due respect for the past. We do here too. Finally, the Blackstone Appellants accuse the Business Court of improperly relying on cases that address waiver based on the voluntary filing of a lawsuit, rather than waiver based on a defendant’s procedural objection.26 But like most special 21 Studio E. Architecture & Interiors, Inc. v. Lehmberg, 741 S.W.3d 67, 72 (Tex. 2026). 22 See In re Team Rocket, L.P., 256 S.W.3d 257, 260 (Tex. 2008). 23 In re Red Dot Building, Sys., Inc., 504 S.W.3d 320, 322 (Tex. 2016). 24 Eagle Oil & Gas Co. v. TRO-X, L.P., 619 S.W.3d 699, 705 (Tex. 2021). 25 Mitschke v. Borromeo, 645 S.W.3d 251, 256 (Tex. 2022). 26 See Megadrill Servs. Ltd. v. Brighouse, 556 S.W.3d 490, 498 (Tex. App.—Houston [14th Dist.] 2018, no pet.). 11 appearances, this one ultimately turns on its own unique facts. We have reached our decision by dutifully applying the most on-point state and federal law throughout. The United States Supreme Court “long ago rejected the notion that personal jurisdiction might turn on ‘mechanical’ tests,” and instead “emphasized the need for a ‘highly realistic’ approach.” Burger King Corp., 471 U.S. at 478–79. The reality of the situation is that the Blackstone Appellants’ consent applies no less here than it did in the previous iteration of this litigation. The Business Court properly denied the special appearances. We overrule the Blackstone Appellants’ issue and do not reach their remaining issue.27 CONCLUSION We affirm the Business Court’s order denying the Blackstone Appellants’ special appearances. /s/ Scott A. Brister Scott A. Brister Chief Justice Panel consists of Chief Justice Brister and Justices Field and Farris. 27 See TEX. R. APP. P. 47.1. 12