Dallas Sports Group v. DSE Hockey Club

FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 6/3/2026 26 Tex. Bus. 36 The Business Court of Texas 1st Division DALLAS SPORTS GROUP, LLC § AND RADICAL ARENA, LTD., § Plaintiffs § v. § Cause No. 25-BC01B-0049 § DSE HOCKEY CLUB, L.P. and § DALLAS SPORTS & § ENTERTAINMENT, L.P., § Defendants ═══════════════════════════════════════ OPINION REGARDING COMBINED DISPOSITIVE MOTIONS ═══════════════════════════════════════ Syllabus 1 This opinion addresses (i) an entity’s duty to act on its officers, agents, or representatives’ actual knowledge of facts arguably presented to a different entity; (ii) due process concerns for parties added to a case shortly before a dispositive event affecting that party’s rights; and (iii) the applicability of res judicata to causes of action based on post-confirmation events regarding assumed and accepted contracts. 1 This syllabus is for the reader’s convenience. It is not part of the court’s opinion, and it is not legal authority. 1  [¶ 1] The parties asked the court to opine regarding its May 5, 2026, orders deciding that (i) the Mavericks’ redemption letter and cash tender method was also effective as to Dallas Sports & Entertainment, L.P. (DSELP); (ii) the Court’s April 2, 2026, summary judgment rulings negated the Stars’ declaratory judgment counterclaim; and (iii) the Stars’ 2011 bankruptcy was not a defense to the Mavericks’ claims. See TEX. R. CIV. P. 360(a)(1). [¶ 2] The parties are familiar with the facts the court discussed in its April 2nd Opinion and Order on Combined Summary Judgment Motions. So, the court focuses on those additional facts relevant to this opinion. I. Background A. The Mavericks pursued the “Stars’” interests, DSELP remained silent. [¶ 3] On October 28, 2025, Dallas Sports Group, LLC and Radical Arena, Ltd. (Mavericks), invoked the court’s declaratory judgment jurisdiction to determine whether they effectively redeemed DSE Hockey Club, L.P.’s (Hockey Club) interests in a limited partnership and its general partner.2 2 See generally Plaintiffs’ Original Petition and Application for Injunctive Relief (Mavericks’ OP). -2-  [¶ 4] From the outset, the Mavericks associated “Hockey Club” with the “Dallas Stars” or the “Stars”: 3 Hockey Club owns and operates the Dallas Stars, the professional ice hockey team headquartered in Frisco that competes in the National Hockey League.4 Hockey Club and the “Stars” did not then object to, complain about, or raise any red flags regarding those associations. [¶ 5] Also from the outset, the Mavericks identified Hockey Club as the entity that co-owned Center Operating Company, L.P. (COC), which leases the American Airlines Center (the Arena) from the City of Dallas, and its general partner, Center GP, LLC (Center GP). 5 The Stars did not complain or correct the Mavericks. [¶ 6] The Mavericks identified Brad Alberts as “the Stars’ CEO and President . . .”6 Again, the Stars did not complain about or correct that statement. [¶ 7] The Mavericks asserted that their October 25, 2024, redemption letter exercised “their right to cause Center GP to purchase and redeem the 3 See Mavericks’ OP. at 1, Preface, ¶ 1, and passim. 4 Mavericks’ OP ¶ 21. 5 Mavericks’ OP ¶ 23. 6 Mavericks’ OP ¶ 29. -3- Stars’ entire company interest in Center GP for the redemption price on October 25, 2024.” 7 Although the Mavericks alleged that their letter caused the redemption of the Stars’ ownership interests, the Stars did not object that the Mavericks’ letter was addressed to the wrong Stars entity or that the correct owner was not identified, served, or sued. [¶ 8] The Mavericks next requested [t]hat the Court declare the Mavericks purchased and redeemed the Stars’ company interest in COC Partnership and Center GP, and the Mavericks become on that date the sole partner of COC Partnership and the sole member of Center GP. 8 [¶ 9] That is, the Mavericks asserted that they acquired the Stars’ 50% interests in COC and Center GP. [¶ 10] The Mavericks also asserted a tortious interference claim and requested emergency and permanent injunctive relief. 9 [¶ 11] The Mavericks’ sued almost exactly one year after they delivered their redemption letter and cash tender to the Stars’ owner, Tom Gaglardi, and the Stars’ CEO and President, Brad Alberts. There is no evidence that during 7 Mavericks’ OP ¶ 72. 8 Mavericks’ OP ¶ 73. 9 Mavericks’ OP ¶s 84-96. The Mavericks nonsuited their tortious interference claim before the court’s final judgment. -4- that one year gap the Stars expressed any confusion as to who the proper party was. [¶ 12] Approximately eight hours after the Mavericks sued, Hockey Club filed its original counterclaim seeking a declaratory judgment that the Mavericks’ redemption effort failed for several reasons—but not one of them was because the redemption letter’s address block said Hockey Club instead of DSELP or that DSELP owned the Stars’ COC or Center GP interests. 10 [¶ 13] Rather, the Stars alleged that: DHC and DSRA obtained their ownership interests in COC and CGP through various assignments concurrent with their respective purchases of the Stars and Mavericks. Through those assignments, DHC and DSRA each own a 49.9 percent interest as limited partners in COC. CGP owns the remaining .1 percent of COC. CGP is the general partner of COC. DHC and DSRA are equal exclusive owners of CGP—neither group may act without agreement of the other.11 [¶ 14] “DHC” in that pleading means Hockey Club. “DSRA” means the Mavericks. The original counterclaim admitted as much: DHC controls the Stars and along with DSRA owns the companies that operate the AAC [Arena]. The terms “Stars” and “DHC” are used interchangeably in this pleading.”12 10 See generally Hockey Club’s October 28, 2025, Original Counterclaim (Hockey Club OC). 11 See Hockey Club’s OC ¶ 16. 12 See Hockey Club’s OC at 1, n.1. -5- That is, Hockey Club admitted that it acted for and controlled the “Stars” organization. [¶ 15] The same counsel later represented DSELP in this case. Thus, there was no conflict between those entities and their interests were aligned. [¶ 16] Three weeks later, Hockey Club filed its First Amended Counterclaim alleging essentially the same facts and circumstances as its original counterclaim.13 [¶ 17] That first amended counterclaim used DHC throughout without mentioning DSELP14 and again asserted Hockey Club’s ownership of the Stars’ interests in COC and Center GP. 15 [¶ 18] The Stars further urged that: This lawsuit arises from a dispute between DHC and DSRA regarding the Agreement of Limited Partnership of COC (the “COC Agreement”), the Limited Liability Company Agreement of CGP (the “CGP Agreement”), and the parties’ rights under those agreements. 16 [¶ 19] The Stars also pled that: Since the creation of CGP and COC, the Mavericks’ entities also transferred and assigned their interests in the companies. As of 13 See generally Hockey Club’s November 18, 2025, First Amended Counterclaim (Hockey Club’s FAC). 14 See generally Hockey Club’s FAC. 15 Hockey Club’s FAC ¶s 6, 9, 18. 16 Hockey Club’s FAC ¶ 19. -6-  the filing of this lawsuit, DSG and Radical collectively own the remaining 50 percent interest in CGP and 49.95 percent interest in COC. Thus, DHC and DSRA each own an equal share of CGP and COC. 17 [¶ 20] These were not isolated admissions or failures to deny. [¶ 21] Moreover, Hockey Club admitted to receiving the Mavericks’ redemption letter18 and the Mavericks’ cash tender.19 Again, it did so without suggesting there were issues with the company named in the address block, who received the cash tender, or who the proper defendants should be. [¶ 22] Contemporaneous with its first amended counterclaim, Hockey Club filed its original answer. 20 That answer alleged twenty-two affirmative defenses—none of which asserted that (i) Hockey Club was sued in the wrong capacity, (ii) DSELP was a necessary party, (iii) DSELP lacked knowledge about the dispute or an opportunity to defend its interests, or (iv) the name in the redemption letter’s address block invalidated the Mavericks’ redemption effort.21 17 Hockey Club’s FAC ¶ 27. 18 Hockey Club’s FAC ¶ 28. 19 Hockey Club’s FAC ¶ 32. 20 DSE Hockey Club’s Original Answer (Hockey Club OA). 21 See Hockey Club OA ¶ 9. -7-  [¶ 23] On December 12, 2025, Hockey Club sent a letter to COC and Center GP asserting Hockey Club’s right to redeem the Mavericks’ interests in those entities. 22 That letter did not mention DSELP. Rather, it said its purpose included protecting Hockey Club’s interests in those companies.23 [¶ 24] That same day, Hockey Club filed its Second Amended Counterclaim, which again said that Hockey Club owned the Stars’ COC and Center GP interests. 24 That pleading did not mention a defense due to the redemption letter allegedly being addressed to the wrong company or DSELP’s role. B. The Stars consent to an accelerated schedule. [¶ 25] The Mavericks sought a TRO because the Stars were allegedly refusing to authorize paying the partnership’s employees’ annual bonuses and other Arena expenses. 25 The Stars relented on the employee bonuses, and the Mavericks dropped their requested TRO. 22 Appendix in Support of Plaintiffs’ Responses to Motions for Summary Judgment (Mavericks’ MSJ Resp. App.) at 48. 23 Mavericks’ MSJ Resp. App. at 48. 24 See, e.g., Hockey Club’s Second Amended Counterclaim (Hockey Club’s SAC) ¶s 9, 18, 26-28, 62-63. 25 Mavericks’ OP ¶s 5-7, 14, 59-60, 67, 84-98. -8-  [¶ 26] However, with the parties’ agreement, the court adopted an accelerated January 26, 2026, trial date instead of having a temporary injunction hearing.26 The parties later agreed to a May 11, 2026, trial date. The Stars did not file an objection or motion for continuance. C. The parties litigated the April 2nd Order’s issues. [¶ 27] Hockey Club and the Mavericks filed a combined seven summary judgment motions. Hockey Club’s motions addressed whether: (i) the COC and Center GP entities, as opposed to the Mavericks, are the only proper parties capable of redeeming the Stars’ ownership interests; (ii) the Mavericks’ designations of Las Vegas as the principal offices for certain Mavericks corporate entities prevent the Mavericks from asserting their claimed redemption rights as a Remaining Partner; (iii) limitations bar the Mavericks’ “breach” cause of action; (iv) the fact that the Stars were not located in Dallas when the parties signed the partnership and LLC agreements defeats the Mavericks’ claims based on the original impossibility doctrine; and (v) the Mavericks waived their claims by knowing the Stars’ location for more than twenty years without exercising redemption rights. 27 26 See November 3, 2025, Notice of Trial Setting. 27 See Dallas Sports Group, LLC v. DSE Hockey Club, LP, 2026 Tex. Bus. 15, ¶ 22, __ S.W.3d ___ (1st Div.). -9-  [¶ 28] Hockey Club’s five motions did not suggest that DSELP (i) should be joined, (ii) had the rights at issue, (iii) lacked knowledge of and control over the dispute, or (iv) was somehow prejudiced. At this point, there was still no indication that the Stars intended to make those issues in this case. [¶ 29] Indeed, Hockey Club’s summary judgment evidence included Brad Alberts’ December 18, 2025, declaration testifying that: 2. I have been employed by the Stars since 2012 in various executive and officer positions. I have served as the President of the Stars since March 2, 2018, and Chief Executive Officer since July 10, 2020. I continue to serve in those positions. In that capacity [sic], I am familiar with the assets owned by the Stars, the contracts entered into by the Stars, and the documents the Stars maintain. 3. DSE Hockey Club L.P. purchased the Dallas Stars professional hockey team in 2011 and became the successor to Arena/Dallas Stars, Inc. under the (1) Agreement of Limited Partnership of Center Operating Company, L.P. and (2) Limited Liability Company Agreement of Center GP, LLC. DSE Hockey Club L.P. also became the successor to Dallas Stars, L.P. under the Stars Franchise Agreement. 28 He did not mention DSELP. [¶ 30] The Mavericks’ two motions addressed whether: they effectively caused a redemption of the Stars’ COC and Center GP interests; 28 Appendix to Hockey Club’s Traditional Motions for Summary Judgment (Stars’ MSJ App.) Vol. 1 at 6-7. -10-  the Stars’ board members were terminated from the Center GP board; the parties’ nonwaiver clauses bar claims that the Mavericks delayed in exercising their redemption rights; and laches is a defense to their claims.29 [¶ 31] The court set those motions for a January 26th hearing. The hearing was to be at the SMU law school because it could handle the expected crowd. [¶ 32] On January 19th, Mr. Alberts signed a second declaration repeating his prior statements about Hockey Club owning the Stars’ COC and Center GP interests. 30 [¶ 33] During a conference, the court requested organization charts showing the corporate relationships. [¶ 34] The Mavericks provided their chart first, and the Stars later provided theirs. The Stars’ chart showed that DSELP owned Hockey Club and Hockey Club’s general partner. But it said nothing about which entity owned the Stars’ COC or Center GP interests. [¶ 35] On January 25th, SMU announced it would close the campus on the 26th due to an ice storm. So, the court postponed the hearing. 29 See Dallas Sports, 2026 Tex. Bus. 15, ¶23. 30 Stars’ MSJ App. Vol. 3 at 4-5 (App. 1035-1036). -11-  [¶ 36] That same day—despite Hockey Club’s prior contrary allegations, arguments, counterclaims, and sworn evidence—the Stars said for the first time that DSELP had interests in COC and Center GP 31 and might be the actual successor to the company agreements. [¶ 37] If that were correct, the parties’ summary judgment materials could have been worthless, and the proceedings delayed, unless those materials also applied to DSELP. Or a second case with DSELP might have become necessary. Further, had the Stars revelation not occurred, the court could have decided the case based on the materials before it only to later learn that the exercise may have been pointless. [¶ 38] So, with the parties’ agreement, the court reset the summary judgment hearing to March 6, 2026.32 And the parties later filed competing motions to add DSELP as a party.33 [¶ 39] On February 5th, the Stars filed a “Supplemental Declaration of Brad Alberts” in which he testified that: 31 See DSE Hockey Club’s Motion for Leave (Motion for Leave) ¶s 3, 6; Plaintiffs’ Response to Defendant’s Motion for Leave and Rule 37 Motion (Response to Motion for Leave) at 9. 32 See February 12, 2026, Amended Notice of Hearing. 33 See generally Motion for Leave; Response to Motion for Leave. -12-  3. DSE Hockey Club L.P. purchased the Dallas Stars professional hockey team in 2011 and became the successor to Dallas Stars, L.P. under the Stars Franchise Agreement. 4. In my previous Declarations, executed on December 18, 2025 and January 19, 2026, I stated that DSE Hockey Club L.P. also became the successor to Arena/Dallas Stars, Inc. under the (1) Agreement of Limited Partnership of Center Operating Company, L.P. and (2) Limited Liability Company Agreement of Center GP, LLC. Upon review of additional documents, I have subsequently learned that statement was not correct. 5. The actual entity that became the successor to Arena/Dallas Stars, Inc. under the (1) Agreement of Limited Partnership of Center Operating Company, L.P. and (2) Limited Liability Company Agreement of Center GP, LLC, is Dallas Sports & Entertainment, L.P. 34 [¶ 40] That same day, Hockey Club served its First Amended Disclosures in which it wrote: [The Mavericks’] redemption was ineffective for numerous reasons. First, DHC is not a party to the COC and CGP company agreements and holds no interest in those companies. Also, the COC and CGP company agreements require that redemption be effectuated by the companies themselves, not their members/partners. Moreover, the COC and CGP company agreements specify that only a Remaining Partner/Member could cause the companies to redeem interests. DSRA was not a Remaining Partner/Member because it designated Las Vegas, Nevada as the location of the principal corporate and executive offices for the Mavericks. 35 34 Supplemental Declaration of Brad Alberts ¶s 3-5. 35 Response to Motion for Leave App. at 37. -13-  [¶ 41] Those amended disclosures twice admitted that beginning no later than November 12, 2025, Hockey Club was DSELP’s agent for purposes representing DSELP’s interests in this dispute.36 [¶ 42] However, those disclosures did not identify DSELP as a potential party.37 Nor did they say that (i) putting Hockey Club’s name in the redemption letter’s address block rendered the redemption ineffective, (ii) DSELP did not know about the suit, or (iii) DSELP was prejudiced.38 [¶ 43] The Stars’ February 11th Motion for Leave stated: By this motion the Stars seek leave to amend their pleadings regarding prior allegations regarding the ownership of Center Operating Company, L.P. and Center GP, LLC. 39 [¶ 44] The Mavericks’ response (i) noted that the Stars filed their motion for leave “only a few days before the rescheduled March 6th hearing date,” (ii) pressed an urgent need to resolve this dispute, and (iii) argued for leave to join DSELP.” 40 pursuant to “terms” that will require (i) that [DSELP] is added as a party subject to the current claims and defenses as of the 36 Response to Motion for Leave App. at 38. 37 Response to Motion for Leave App. at 36. 38 See generally Motion for Leave . For that reason alone, the court may properly disregard the Stars’ argument that the letter is ineffective based on the name in the address block. See TEX. R. CIV. P. 193.5(a), 193.6(a). 39 Motion for Leave ¶ 6. 40 Response to Motion for Leave at 6. -14-  time they were first asserted, and (ii) that the joinder of [DSELP] will not cause any deadline in the Court’s Scheduling Order to be extended absent party consent and approval by the Court including, without limitations, the trial date.41 [¶ 45] On February 25th, the court signed its Order Regarding Joinder. Pursuant to that order, DSELP was deemed to have participated in the then- pending summary judgment proceedings as if it were an original party to them.42 That is, the court’s substantive rulings would apply to Hockey Club and DSELP without needing to refile those documents.43 Specifically, that order provided that: 5. The Stars may amend their pleadings to assert additional causes of action or affirmative defenses relating to DSELP and this controversy. 6. The court considers references to the Stars in the parties’ existing pleadings, summary judgment motions (including their grounds), responses, briefs, and arguments to also apply to DSELP without further amendment—without prejudice to the parties’ ability, including DESLP’s ability, to later assert additional summary judgment or other motions relating specifically to DSELP’s role in this case. (That is, the parties’ existing, substantive legal arguments apply in principle as well.) 7. The court’s existing scheduling order remains in place. 41 Response to Motion for Leave at 1-2. 42 February 25, 2026, Order Regarding Joinder ¶ 6.. 43 February 25, 2026, Order Regarding Joinder ¶ 6. -15-  8. The parties are to use their best efforts to contact the court’s manager and arrange a status conference on Thursday, February 26, 2026, or as soon thereafter as possible.44 [¶ 46] During a February 26th status conference, the parties agreed that adding DSELP would not affect the pending summary judgment motions or the upcoming hearing on those motions.45 [¶ 47] The Mavericks later amended their petition to add DSELP as a defendant.46 [¶ 48] The Stars amended their pleadings to add affirmative defenses for, and a counterclaim by, DSELP. The Stars also filed amended summary judgment motions changing only the phrase “Stars’ interests” to “Stars’ purported interests.” 47 [¶ 49] However, neither DSELP nor Hockey Club moved for a continuance or objected to the Order Regarding Joinder. 44 February 25, 2026, Order Regarding Joinder ¶s 5-8. 45 02/26/26 Status Conference Tr. at 4:22-5:18. 46 The rules provide that, “Before a case is called for trial, additional parties necessary or proper parties to the suit, may be brought in, either by the plaintiff or defendants, upon such terms as the court may prescribe; but not at a time or manner to unreasonably delay the trial of the case.” TEX. R. CIV. P. 37. The Stars did not object that adding DSELP under these circumstances was in a time or in a manner that would unreasonably delay trying the case. 47 Compare Stars’ Original Impossibility MSJ ¶ 6 with Stars’ Amended Original Impossibility MSJ ¶ 6. -16-  [¶ 50] Excluding any affirmative defenses and counterclaims unique to DSELP, the parties’ substantive dispute focused on (i) the Mavericks’ claim that they caused the redemption of the Stars’ ownership interest in the entities operating the City of Dallas’s American Airlines Center where both teams play their home games and (ii) the Stars’ affirmative defenses and related counterclaims. [¶ 51] For two hours on March 6th, the court heard oral arguments regarding all seven motions and took them under advisement. [¶ 52] In short, the court’s resulting April 2nd, ninety-page opinion and order determined that the Mavericks’ redemption letter and accompanying $110 cash tender was a sufficient method to cause the redemption. Dallas Sports, 2026 Tex. Bus. 15, ¶s 46-69, 159-162. That order also rejected the Stars’ arguments that: (i) limitations and waiver barred the Mavericks’ claims; (ii) the Mavericks’ redemption letter and cash tender were ineffective because (a) the letter was addressed to Hockey Club instead of DSELP, and (b) only the partnership and general partner—and not the Mavericks—could redeem the Stars’ interests; and (iii) the original impossibility defense prevented the Mavericks’ recovery. Id., ¶s 46-69, 97-109. -17-  [¶ 53] Further, the April 2nd Order rejected on its merits the Stars’ laches defense. Id., ¶s 205-223. [¶ 54] Accordingly, the court’s order disposed of much of the case but left the remaining issues of whether (i) the Mavericks’ redemption method was valid as to DSELP; (ii) the court’s April 2nd rulings substantively resolved DSELP’s affirmative defenses and counterclaims; and (iii) res judicata effects from the Stars’ 2011 bankruptcy case defeated the Mavericks’ claims. Any attorneys’ fees award was also left to be decided. [¶ 55] The court released three orders on May 5th ruling for the Mavericks on all three issues this opinion addresses. Less than a week later, the court ordered that the parties were responsible for their own attorneys’ fees and costs. Accordingly, the court entered a final judgment on May 20, 2026. II. Applicable Standards A. Summary Judgment [¶ 56] At any time, a party may move with or without supporting evidence for a summary judgment as to all or any part of any causes of action asserted against it. TEX. R. CIV. P. 166a(b). The motion must state its specific grounds. Id. at 166a(c). -18-  [¶ 57] Thereafter, the court shall render judgment if the pleadings, summary judgment filings, and properly filed evidence show that, except as to the amount of damages, there is no genuine issue as to any material fact and the movant is entitled to judgment as a matter of law on the issues stated in the motion or in an answer or any other response. Id.; JLB Builders, L.L.C. v. Hernandez, 622 S.W.3d 860, 864 (Tex. 2021). [¶ 58] So, a summary judgment motion …is essentially a motion for a pretrial directed verdict. * * * Once such a motion is filed, the burden shifts to the nonmoving party to present evidence raising an issue of material fact as to the elements specified in the motion. * * * [Courts] review the evidence presented by the motion and response in the light most favorable to the party against whom the summary judgment was rendered, crediting evidence favorable to that party if reasonable jurors could, and disregarding contrary evidence unless reasonable jurors could not. * * * Mack Trucks, Inc. v. Tamez, 206 S.W.3d 572, 581-82 (Tex. 2006) (citations omitted). [¶ 59] A genuine issue of fact exists if more than a scintilla of evidence supports the alleged fact. See Amazon.com Servs. LLC v. Grant, No. 05-23- 01306, 2024 WL 5053063, at *2 (Tex. App.—5th Dist. Dec. 10, 2024, no pet.). Evidence is more than a scintilla when it “rises to a level that would enable reasonable and fair-minded people to differ in their conclusions.” King -19- Ranch v. Chapman, 118 S.W.3d 742, 751 (Tex. 2003) (quoting Merrell Dow Pharms., Inc. v. Hanover, 953 S.W.3d 706, 711 (Tex. 1997)). However, less than a scintilla exists when the evidence is “so weak as to do nothing more than create a mere surmise or suspicion” of a fact. Id. (quoting Kindred v. Con/Chem, Inc., 640 S.W.2d 61, 63 (Tex. 1983)). B. Rule 166(g) [¶ 60] Rule of Civil Procedure 166 provides that the trial court “may in its discretion” direct the parties to appear before it for a pretrial conference to consider, among other things, “[t]he identification of legal matters to be ruled on or decided by the court.” The court “shall make an order that recites the action taken at the pretrial conference … and which limits the issues for trial to those not disposed of by admissions, agreements of counsel, or rulings of the court.” TEX. R. CIV. P. 166. Rule 166’s purpose is to “assist in the disposition of the case without undue expense or burden to the parties.” Id. [¶ 61] Rule 166(g) thus “authorizes trial courts to decide matters that though ordinarily facts questions, have become questions of law because ʻreasonable minds cannot differ on the outcome.’” JPMorgan Chase Bank, N.A. v. Orca Assets G.P., LLC, 546 S.W.3d 648, 653 (Tex. 2018) (quoting Walden v. Affiliated Comput. Servs., Inc., 97 S.W.3d 303, 322 (Tex. App.— -20- 14th Dist. 2003, pet. denied)). When a Rule 166(g) order disposes of claims in this fashion, the order is akin to a summary judgment order, and [appellate courts] review the order de novo. Id. If the non-movant has raised a fact issue on the claim, dismissal under Rule 166(g) is not proper. See McCreight v. City of Cleburne, 940 S.W.2d 285, 288 (Tex. App.—10th Dist. 1997, writ denied); see also King Ranch, 118 S.W.3d at 751. III. Analysis A. Did the Mavericks’ redemption method also apply to DSELP? 1. Summary [¶ 62] Yes, the Mavericks’ redemption method was effective as to DSELP because the Mavericks’ letter and cash got to the right people, Texas elevates substance over form, and DSELP was in privity with Hockey Club and was not misled or prejudiced. 2. Parties’ Arguments [¶ 63] The Mavericks’ Rule 166(g) Motion Regarding the Binding Effect of the Court’s Summary Judgment Order on Dallas Sports & Entertainment, L.P. (DSELP Redemption Motion) argued that the Mavericks’ redemption letter and cash tender bound DSELP for these reasons: (i) relying principally on International Bankers Life Co. v. Holloway, 368 S.W.2d 567 (Tex. 1963), DSELP had actual notice of the redemption -21-  letter because its owner and top executives actually received the letter and deposited the cash in DSELP’s safe (before returning the cash to the Mavericks); (ii) DSELP is bound by Alberts’ multiple sworn statements regarding Hockey Club being the proper party; (iii) Hockey Club acted as DSELP’s agent regarding these issues; and (iv) the Court’s Joinder Order bound DSELP because it did not advance unique arguments on DSELP’s behalf.48 [¶ 64] The Stars responded that: (i) a fact issue exists as to whether DSELP received the payment; (ii) the Mavericks’ estoppel argument is legally and factually inadequate; (iii) the Mavericks cannot establish as a matter of law that Hockey Club received payment as DSELP’s agent; (iv) DSELP is not bound by the court’s Summary Judgment Order; and (v) regardless of who the Mavericks paid, the Mavericks could not redeem DSELP’s interests.49 [¶ 65] In sum, the evidence conclusively establishes that DSELP received the redemption letter and cash tender (or Hockey Club was DSELP’s agent). So, the court need not address the estoppel issue. Accordingly, the court concludes that the April 2nd Order binds DSELP and therefore resolved the Mavericks’ ability to redeem the Stars’ COC and Center GP interests. 48 DSELP Redemption Motion at 6-7. 49 See generally DSELP Redemption Motion Response. -22-  3. Undisputed facts a. The Mavericks’ Evidence [¶ 66] Despite putting Hockey Club’s name in the redemption letter’s addressee block, the Mavericks directed their redemption letter to the attention of Messrs. Gaglardi and Alberts.50 Mr. Gaglardi ultimately owns both DSELP and, thus, Hockey Club.51 He is also the Governor of the Stars’ NHL franchise. 52 [¶ 67] Mr. Alberts is both companies’ CEO and President.53 Messrs. Gaglardi, Alberts, and Jim Lites are the directors of DSELP’s general partner.54 [¶ 68] Messrs. Gaglardi and Alberts received the letter (or a copy) and promptly discussed its contents with each other. 55 Upon receiving the letter, Mr. Alberts sent it to NHL Commissioner, Gary Bettman.56 [¶ 69] The day he received the letter, Mr. Alberts met with his entire executive staff: Matt Bowman (Chief Revenue Officer), Therese Baird (CFO), 50 Appendix in Support of Plaintiffs’ 166g and 166a Motions (Mavericks’ 166(g) App.) at 6. 51 Mavericks’ 166(g) App. at 94, 96-98. 52 Mavericks’ 166(g) App. at 38. 53 Mavericks’ 166(g) App. at 36-38. 54 Mavericks’ 166(g) App. at 34-35. 55 Mavericks’ 166(g) App. at 60-63, 100. 56 Mavericks’ 166(g) App. at 63. -23- Lindsay Dowdy (Human Resources EVP), and Dan Stuchal (“who oversees our youth business”) and discussed the letter. 57 That meeting was in Mr. Alberts’ office in Frisco, Texas. 58 The Stars did not have an office at 2100 Ross Avenue that day.59 [¶ 70] Ms. Baird, who is both companies’ CFO,60 received the cash and held it in the single safe that both entities use.61 [¶ 71] Hockey Club is a wholly owned DSELP subsidiary.62 Both companies share the same office space and address at 2601 Avenue of the Stars in Frisco, Texas (which is also the Stars’ practice facility). 63 That address is the only address where DSELP receives mail. 64 [¶ 72] DSELP has no employees65 and depends on Hockey Club’s employees to conduct its business. 66 DSELP does not have a bank account.67 57 Mavericks’ 166(g) App. at 66. 58 Mavericks’ 166(g) App. at 66. 59 Mavericks’ 166(g) App. at 50. 60 Mavericks’ 166(g) App. at 49. 61 Mavericks’ 166(g) App. at 47-48. 62 Mavericks’ 166(g) App. at 32-33. 63 Mavericks’ 166(g) App. at 36. 64 Mavericks’ 166(g) App. at 50. 65 Mavericks’ 166(g) App. at 35. 66 See Mavericks’ 166(g) App. at 136. 67 Mavericks’ 166(g) App. at 39. -24- Hockey Club paid DSELP’s capital calls and received DSELP’s partnership distributions.68 [¶ 73] Mr. Alberts did not “make a big distinction” between DSELP and Hockey Club.69 At his deposition, Mr. Gaglardi could not distinguish in his mind DSELP from Hockey Club.70 b. The Stars’ Response [¶ 74] The Stars did not dispute the facts and supporting evidence discussed in part III(A)(3)(a) above.71 [¶ 75] Instead, they discussed events leading to the parties’ contracts, the Arena’s initial financing arrangements, and their prior owners’ 2011 bankruptcy. 72 [¶ 76] They additionally discussed (i) the Texas Legends’ leases with the Stars; (ii) the Mavericks’ consent to the Stars receiving partnership distributions; (iii) the Mavericks’ indirect acceptance of the Stars’ rent 68 Mavericks’ 166(g) App. at 40-41. 69 Mavericks’ 166(g) App. at 57. 70 Mavericks’ 166(g) App. at 95-96. 71 See DSE Hockey and DSELP’s Response to Plaintiffs’ 166(g) Motion Regarding Binding Effect of the Summary Judgment Order (Stars’ 166(g) Response) at 1-17. 72 Stars’ 166(g) Response at 2-4. -25- payments due under their COC lease; (iv) the Mavericks’ consent to the Stars making partnership capital contributions; and (v) other Stars’ lease rights.73 [¶ 77] The Stars also posited that they allegedly maintained offices for the hockey team’s players, coaches, trainers, and administrative staff at the American Airlines Center in Dallas.74 [¶ 78] Finally, the Stars cited evidence that the Mavericks knew before they sent their redemption letter that DSELP was the actual partner in COC and, yet, put Hockey Club’s name on the redemption letter.75 [¶ 79] However, none of those matters affect whether DSELP, directly or indirectly, received the Mavericks’ letter and cash tender. [¶ 80] The Stars also argued that binding DSELP under the circumstances would violate its due process rights.76 73 Stars’ 166(g) Response at 4-7. 74 Stars’ 166(g) Response at 3-4. However, that evidence is irrelevant to whether DSELP received the letter and cash tender. 75 Stars’ 166(g) Response at 7-10. To the extent the Stars offered other evidence regarding their response not mentioned here, the court considered that evidence and concluded that it failed to raise a genuine issue of material fact affecting the Mavericks’ argument in this section. 76 Stars’ 166(g) Response at 34-35. -26-  4. Decision a. Introduction [¶ 81] The Mavericks relied on International Bankers, 368 S.W.2d at 580, to argue that their redemption letter and accompanying cash tender were effective as to DSELP because its officers and agents received the letter and tender.77 The court agrees with the Mavericks because International Bankers is binding authority and the facts conclusively establish DSELP’s actual knowledge and receipt of the Mavericks’ redemption letter and cash tender.78 i. International Bankers [¶ 82] International Bankers was a derivative suit against certain directors for breaching fiduciary duties. An issue was when disinterested directors had sufficient knowledge of the breaches to begin the limitations period. The supreme court held that actual notice to a corporate officer or agent is notice to a corporation where that person, in the scope of his or her duties to the corporation, should and reasonably could communicate that knowledge to the corporation: 77 Plaintiffs’ Rule 166(g) Motion Regarding the Binding Effect of the Court’s Summary Judgment Order on Dallas Sports & Entertainment, L.P. (Mavericks’ 166(g) Motion) at 6- 7, 24-26. 78 Dallas Sports, 2026 Tex. Bus. 15, ¶s 46-69. -27-  Plaintiff as a corporation could act only through its agents, and in our opinion notice to a corporation sufficient to activate the statute of limitations is not categorically limited to that acquired by directors in official meetings. The authority cited by plaintiff (3 Fletcher Cyclopedia Corporations, Sec. 793) recognizes the rule that notice to an officer or agent is notice to the corporation in the circumstance where the officer or agent in the line of his duty ‘ought, and could reasonably be expected, to act upon or communicate the knowledge to the corporation.’ We are clear in the view that it was the duty of the officers and directors of plaintiff to act upon notice, if such they had whether actual or constructive, of that which is charged against the defendants in this suit. The office of a corporation director or officer is more than nominal, and those assuming the duties and responsibilities of such offices are not justified in neglecting eve