Simpson v. Simson

FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 7/29/2026 2026 Tex. Bus. 52 THE BUSINESS COURT OF TEXAS EIGHTH DIVISION JANICE L. SIMPSON, § § Plaintiff, § § v. § Cause No. 25-BC08A-0012 § BOBBY R. SIMPSON and HARDBALL § EXPRESS LLC, § § Defendants. § MEMORANDUM OPINION ¶1 Before the Court are competing summary judgment motions: Plaintiff’s Motion for Partial Summary Judgment & No Evidence Summary Judgment as to Affirmative Defenses (“Janice’s Motion” or “Pl.’s Mot.”), filed March 13, 2026, and Defendants’ Motion for Summary Judgment [Unredacted] (“Defendants’ Motion” or “Defs.’ Mot.”), also filed March 13, 2026. The Court issued its Interlocutory Order on Plaintiff’s Motion for Partial Summary Judgment & No Evidence Summary Judgment as to Affirmative Defenses and Defendants’ Motion for Summary Judgment (“Interlocutory Order”) on April 30, 2026. The Interlocutory Order promised an Opinion further detailing its findings and conclusions. 1 Interlocutory Order at 4. This is the Opinion. I. FACTUAL AND PROCEDURAL BACKGROUND ¶2 Plaintiff Janice L. Simpson (“Janice”) and Defendant Bobby R. Simpson (“Bob”) married in 1998. Defs.’ Mot. at 7. During their marriage, Bob acquired partial ownership of the Texas Rangers (“Rangers”) baseball team and corresponding Class A, B, and E share ownership units (“Original Retained Interest”). Id. Bob possessed the Original Retained Interest both individually and as a member of Defendant Hardball Express LLC (“HBE”) (together with Bob, “Defendants”). Id. ¶3 Janice and Bob began divorce proceedings in Tarrant County, Texas in 2016 and were officially divorced pursuant to an Agreed Final Decree of Divorce (the “Agreed Decree”) in September 2021. Plaintiff’s Second Amended Petition [Unredacted] (“Sec. Am. Pet.”) at 5. The Agreed Decree specifically divided, inter alia, the Original Retained Interest within HBE. Pl.’s Mot., Ex. B. at 153-78; Defs.’ Mot. at 127-51. The Agreed Decree awarded both Janice and Bob portions of the Original Retained Interest. Pl.’s Sec. Am. Pet. at 5. However, Bob maintained complete record ownership of the Original Retained Interest because Major League Baseball would not approve Janice as a Rangers share owner. Defs.’ Mot. at 6. As a workaround, the Agreed Decree established a Constructive Trust for the Original Retained Interest. 2 Pl.’s Mot., Ex. B. at 169; Defs.’ Mot. at 143. 1 See, infra, at 5-6. 2 Janice’s attorneys drafted the provisions of the Agreed Decree relevant to this dispute. Pl.’s Mot., Ex. C., at 329; Defs.’ Mot. at 57, 125. MEMORANDUM OPINION | PAGE 2  ¶4 As stated, under the Constructive Trust, Bob controlled and held Janice’s awarded Original Retained Interest in his name (“Interests Held in Trust”). Sec. Am. Pet. at 5; Defs.’ Mot. at 6. Bob served as constructive trustee and Janice as sole beneficiary. Sec. Am. Pet. at 5. The Constructive Trust also prescribed Bob’s behavior should the Rangers issue a capital call or should Janice choose to sell her Interests Held in Trust. Sec. Am. Pet. at 2; Pl.’s Mot., Ex. B. at 171; Defs.’ Mot. at 6-9. Most pertinent are the Constructive Trust provisions found in the Agreed Decree’s Section 16.1(d), including Section 16.1(d)(1)(d) (“Section D”): If RBE or HBE makes a call for capital and B.R. SIMPSON is not expressly obligated to make a capital contribution pursuant to the terms of a governing document, then IT IS ORDERED that B.R. SIMPSON, at his election and without any liability by or to J. SIMPSON, may from his separate property, and only from his separate property (i) make a loan to the subject company as per the terms of the subject company agreement or (ii) make the requested capital contribution, as B.R. SIMPSON shall determine in his sole discretion, and (x) IT IS ORDERED that J. SIMPSON shall not be liable for payment of any portion of the capital call, and (y) IT IS ORDERED that B.R. SIMPSON shall have the right to receive any additional units issued by the subject company as a result of such additional contribution, even if such issuance is dilutive to the Interests Held in Trust. Pl.’s Mot., Ex. B. at 171 (emphasis omitted); Defs.’ Mot. at 32. ¶5 Since the Agreed Decree’s finalization in September 2021, the Rangers have issued three capital calls: March 2025 (“March Capital Call”), August 2025 (“August Capital Call”), and February 2026. Sec. Am. Pet. at 2-3; Defs.’ Mot. at 11, 245-55. Bob participated in each capital call using his separate property. Defs.’ Mot. at 11, 245-55; Sec. Am. Pet. at 2-3. It is undisputed Bob did not notify Janice of the March Capital Call but did notify her of the other capital calls. Sec. Am. Pet. at 2. Janice claims Bob insisted the MEMORANDUM OPINION | PAGE 3 Agreed Decree forbids Janice’s participation in capital calls. Id. Janice did not participate in any capital call. See id. at 8-11, 12. ¶6 In June 2025, Bob entered into Unit Transfer Agreements (“UTAs”), whereby he contracted with another Rangers owner to sell certain Class B units in three installments. See Defs.’ Mot. at 12, 256-79. The sale includes Bob’s Class B Original Retained Interest and other units awarded him in the Agreed Decree. Id. Bob did not notify Janice when he entered into the UTAs. Sec. Am. Pet. at 2. Only one of the three installments has since closed and Bob still controls Janice’s Interests Held in Trust, despite her unsuccessful efforts to sell. Defs.’ Mot. at 12, 96, 99, 256-79. ¶7 Also in June 2025, Janice sued Bob for breach of fiduciary duty, breach of contract, and fraud by nondisclosure. Sec. Am. Pet. at 3. Janice maintains Bob diluted and/or devalued her Interests Held in Trust when he did not notify her of the March Capital Call. Sec. Am. Pet. at 8. She insists the Agreed Decree permits her to participate, at her election, in Rangers’ capital calls. Id. at 2. Moreover, Janice claims Bob violated the Agreed Decree’s tag-along provision by failing to notify her he contracted to dispose more than 50% of his Original Retained Interest. Id. at 6. ¶8 Janice filed her summary judgment motion on March 13, 2026, seeking judgment as a matter of law on her breach of fiduciary duty and breach of contract claims, and on Defendants’ affirmative defenses. Pl.’s Mot. at 27. Bob responds the Agreed Decree lets him acquire shares without liability to Janice’s Interests Held in Trust. Defendants’ MEMORANDUM OPINION | PAGE 4 Response to Plaintiff’s Motion for Partial Summary Judgment & No Evidence Summary Judgment as to Affirmative Defenses (“Defs.’ Resp.”) at 5. ¶9 Defendants filed their competing summary judgment motion also on March 13, 2026. In their motion, Defendants argue Janice’s claims fail because Bob was not obligated, as a fiduciary or under the Agreed Decree, to expand Janice’s Interests Held in Trust but, even assuming, arguendo, he was obligated, Section D alleviates any liability resulting from his capital call participation. Defs.’ Mot. at 6-7 (“Bob, as a trustee, is only obligated to maintain the assets ordered to be included and the beneficiary cannot unilaterally expand the scope of the court-ordered trust.”). Defendants also seek summary judgment claiming Bob did not sell more than 50% of his Original Retained Interest to trigger tag-along rights and, alternatively, the UTAs did not damage Janice. Id. at 7. ¶ 10 Janice disagrees. She claims (1) the Agreed Decree allows her capital call participation and only permits Bob to dilute her Interests Held in Trust if she declines to participate in capital calls, and she claims (2) the UTAs comprised more than 50% of Bob’s Original Retained Interest in HBE. Plaintiff’s Response to Defendants’ Motion for Summary Judgment at 4-5. ¶ 11 In its Interlocutory Order, the Court specifically denied Janice’s Motion on her breach of contract claims against Defendants and as to Defendants’ affirmative defenses. Interlocutory Order at 2. The Court further denied Janice’s Motion on all breach of fiduciary duty claims, but took under advisement her breach of fiduciary duty claim arising out of Bob’s failure to notify her of the March Capital Call. Id. The Court requested MEMORANDUM OPINION | PAGE 5 further briefing addressing Janice’s ability to obtain equitable relief for her breach of fiduciary duty claim arising from the March Capital Call. Id. ¶ 12 The Interlocutory Order also granted Defendants’ Motion on Janice’s breach of contract claims, fraud by nondisclosure claims, and on all but one of Janice’s breach of fiduciary duty claims. Interlocutory Order at 2. Pending further briefing, the Court withheld its finding on Janice’s breach of fiduciary duty claim arising from Bob’s failure to notify her of the March Capital Call. Id. Janice subsequently notified the Court she seeks no equitable relief for Bob’s alleged breach. See Plaintiff’s Brief Regarding Equitable Relief for Defendants’ Breach of Duty to Notify (“Pl.’s Equit. Rel. Br.”). II. LEGAL STANDARD A. Traditional Summary Judgment Motion ¶ 13 In a traditional motion for summary judgment, the movant has the burden of showing there is no genuine issue of material fact and he is entitled to judgment as a matter of law. TEX. R. CIV. P. 166a(c); Am. Tobacco Co. v. Grinnell, 951 S.W.2d 420, 425 (Tex. 1997). To prevail on a traditional summary judgment motion, a defendant must either conclusively negate at least one essential element of each of the plaintiff’s causes of action or conclusively establish each element of an affirmative defense. Id. Evidence is conclusive only if reasonable people could not differ in their conclusions. City of Keller v. Wilson, 168 S.W.3d 168 S.W.3d 802, 816 (Tex. 2005). Once the movant establishes a right to summary judgment as a matter of law, the burden shifts to the nonmovant to present evidence raising MEMORANDUM OPINION | PAGE 6 a genuine issue of material fact. Wal-Mart Stores, Inc. v. Xerox State & Loc. Sols., Inc., 663 S.W.3d 569, 584-85 (Tex. 2023). B. No-Evidence Summary Judgment Motion ¶ 14 A no-evidence summary judgment is akin to a pretrial directed verdict. Mathis v. Restoration Builders, Inc., 231 S.W.3d 47, 50 (Tex. App.—Houston [14th Dist.] 2007, no pet.). Here, the movant represents there is no evidence of one or more essential elements of the claims for which the nonmovant bears the burden of proof at trial. TEX. R. CIV. P. 166a(i); Lowe’s Home Ctrs., Inc. v. GSW Mktg., Inc., 293 S.W.3d 283, 287 (Tex. App.—Houston [14th Dist.] 2009, pet. denied). The Court sustains a no-evidence summary judgment when: 1. There is a complete absence of evidence of a vital fact; 2. The court is barred by rules of law or of evidence from giving weight to the only evidence offered to prove a vital fact; 3. The evidence offered to prove a vital fact is no more than a mere scintilla; or 4. The evidence conclusively establishes the opposite of the vital fact. Lowe’s, 293 S.W.3d at 287-88 (citing Merrell Dow Pharms., Inc. v. Havner, 953 S.W.2d 706, 711 (Tex. 1997)). “Evidence does not exceed a scintilla if it is so weak as to do no more than create a mere surmise or suspicion” that the challenged fact exists. Akin, Gump, Strauss, Hauer & Feld, L.L.P. v. Nat’l Dev. & Research Corp., 299 S.W.3d 106, 115 (Tex. 2009) (internal quotations omitted). MEMORANDUM OPINION | PAGE 7  III. ANALYSIS ¶ 15 At the heart of Janice and Bob’s dispute is their varied interpretations of the Agreed Decree. 3 See Pl.’s Mot. at 16. The parties have moved for summary judgment on the same causes of action. The Court addresses each party’s motion in turn. A. JANICE’S PARTIAL SJ MOTION: TRADITIONAL a. Janice’s Fiduciary Duty Claims ¶ 16 For reasons stated herein, Janice’s fiduciary-related claims against Bob fail as a matter of law except her claim arising out of Bob’s failure to disclose the March Capital Call. A plaintiff must prove each of the following elements to prevail on a breach of fiduciary duty claim: 1. The existence of a fiduciary duty; 2. Breach of the duty; 3. Causation; and 4. Damages resulting from the breach. First United Pentecostal Church of Beaumont v. Parker, 514 S.W.3d 214, 220 (Tex. 2017); see also White v. White, 704 S.W.3d 250, 269 (Tex. App.—El Paso 2024, no pet.). A fiduciary duty arises “as a matter of law in certain formal relationships, including attorney- client, partnership, and trustee relationships.” Ins. of N. Am. v. Morris, 981 S.W.2d 667, 674 (Tex. 1998). A trustee-beneficiary relationship gives rise to a fiduciary duty as a matter of law. Meyer v. Cathey, 167 S.W.3d 327, 330 (Tex. 2005). 3 Neither Janice nor Bob contend the Agreed Decree is ambiguous. Sec. Am. Pet. at 16 (“[T]he parties agree that the Decree is unambiguous.”). MEMORANDUM OPINION | PAGE 8  ¶ 17 Fiduciary duties apply to constructive trusts. A constructive trust is court- created equitable remedy aimed at preventing unjust enrichment. Omohundro v. Matthews, S.W.2d 401, 410 (1960); George Gleason Bogert & George Taylor Bogert, The Law of Trusts and Trustees § 471 (rev.2d ed. 1983) (“The court may issue a decree that the defendant convey [property] to the plaintiff.”). The constructive trust document declares a constructive trustee and directs the trustee on conveying trust property to the plaintiff. Id. A constructive trustee has several fiduciary obligations directed at protecting the beneficiary’s interest, including a duty to administer the trust for the benefit of its beneficiaries. Huie v. DeShazo, 922 S.W.2d 920, 924 (Tex. 1996); McLendon v. McLendon, 862 S.W.2d 662, 670 (Tex. App.—Dallas 1993, writ denied). Notably, a constructive trust may contain exculpatory language permitting a trustee to act in a manner that may otherwise constitute a breach of duties. See, e.g., Tex. Com. Bank, N.A. v. Grizzle, 96 S.W.3d 240, 248 (Tex. 2002); Clifton v. Hopkins, 107 S.W.3d 755, 761 (Tex. App.—Waco 2003, no pet.). ¶ 18 A plaintiff seeking actual damages for a breach of fiduciary duty must satisfy all requisite elements. Parker, 514 S.W.3d at 220. Courts may also impose equitable remedies for breaching a fiduciary duty. ERI Consulting Eng’rs, Inc. v. Swinnea, 318 S.W.3d 867, 873 (Tex. 2010); Grant Me the Wisdom Found., Inc. v. Boyar, 716 S.W.3d 916, 929 (Tex. App.—Houston [14th Dist.], pet. denied) (equitable remedies available in some circumstances for a breach of fiduciary duty). “[T]he central purpose of [an equitable] remedy is to protect relationships of trust from an agent’s disloyalty or other misconduct.” MEMORANDUM OPINION | PAGE 9 Id. (citing Burrow v. Arce, 997 S.W.2d 238 (Tex. 1999) (upholding remedy of forfeiture upon attorney’s breach of fiduciary duty)). If a plaintiff proves the duty’s existence and breach, equitable relief may be available even absent proof of causation and damages. Boyar, 716 S.W.3d at 929 (citing Burrow, 997 S.W. 2d at 240). A court may award an equitable remedy even if the fiduciary does not obtain a benefit from violating his duty. Diakiw v. Stites Mgmt., L.L.C., 693 S.W.3d 582, 598 (Tex. App.—Houston [14h Dist.] 2023, no pet.) (citing Daniel v. Falcon Interest Realty Corp., 190 S.W.3d 177, 185 (Tex. App.—Houston [1st Dist.] 2005, no pet.)). ¶ 19 The summary judgment evidence before the Court expressly delineates Bob’s fiduciary duties. The Agreed Decree categorizes Bob’s duties: The Parties agree and IT IS FURTHER ORDERED that constructive trustee, B.R. SIMPSON shall act in a fiduciary capacity with respect to the Interests Held in Trust and as a fiduciary, IT IS ORDERED that B.R. SIMPSON shall owe J. SIMPSON the highest degree of loyalty and full disclosure with respect to [the Duty to Preserve]” Pl.’s Mot., Ex. B. at 169 (emphasis omitted). Section D delineates Bob’s fiduciary obligations to Janice with respect to capital call contributions and the Interests Held in Trust: d. If RBE or HBE makes a call for capital and B.R. SIMPSON is not expressly obligated to make a capital contribution pursuant to the terms of a governing document, then IT IS ORDERED that B.R. SIMPSON, at his election and without any liability by or to J. SIMPSON, may from his separate property, and only from his separate property (i) make a loan to the subject company as per the terms of the subject company agreement or (ii) make the requested capital contribution, as B.R. SIMPSON shall determine in his sole discretion, and (x) IT IS ORDERED that J. SIMPSON shall not be liable for payment of any portion of the capital call, and (y) IT IS ORDERED that B.R. MEMORANDUM OPINION | PAGE 10  SIMPSON shall have the right to receive any additional units issued by the subject company as a result of such additional capital contribution, even if such issuance is dilutive to the Interests Held in Trust. Id. at 171 (emphasis omitted). Section D provides a fiduciary shield for Bob, absolving him of any liability should he dilute Janice’s shares. 4 Pl.’s Mot., Ex. B at 171 (emphasis omitted); Defs.’ SJ Mot. at 32. 1. Duty of Loyalty ¶ 20 The summary judgment evidence demonstrates Bob self-dealt and breached his fiduciary duty of loyalty to Janice; however, Janice cannot prevail on her claim because Bob’s conduct is expressly permitted and/or Janice was not damaged by Bob’s breach. Fiduciaries, among other duties they may owe, generally owe their principals a duty of loyalty. See Dandachli v. Active Motorwerks, Inc., No. 03-19-00494-CV, 2021 WL 3118437, at *5 (Tex. App.—Austin 2021, no pet.) (mem. op.); Wolf v. Ramirez, 622 S.W.3d 126, 142 (Tex. App.—El Paso 2020, no pet.). The duty of loyalty is synonymous with the duty against self-dealing. White, 704 S.W.3d at 269. In a self-dealing claim, the fiduciary uses the advantage of his position to gain a benefit or profit at the expense of those to whom he owes a fiduciary duty. See Roels v. Valkenaar, No. 03-19-00502-CV, 2020 WL 4930041, at *6 (Tex. App.—Austin 2020, no pet.) (mem. op.) (to establish “a claim for breach of fiduciary duty based on self-dealing, a plaintiff must demonstrate that the fiduciary obtained a benefit for itself either at the expense of its principal or without equally sharing 4 The Agreed Decree’s Section 16.1(d)(1)(e) also absolves Bob of liability for diluting Jance’s interest if he uses his separate property to fund mandatory capital calls. Pl.’s Mot., Ex. B. at 171. MEMORANDUM OPINION | PAGE 11 the benefit with the principal”) (citing KCM Fin. LLC v. Bradshaw, 457 S.W.3d 70, 83 (Tex. 2015) (holding the “essence” of self-dealing is fiduciary’s misappropriating for itself what “would have been a shared benefit” with principal); see also Mims-Brown v. Brown, 428 S.W.3d 366, 374-75 (Tex. App.—Dallas 2014, no pet.) (recognizing “[s]elf-dealing can be generally defined as an occurrence in which the fiduciary uses the advantage of his position to gain a benefit at the expense of those to whom he owes a fiduciary duty.”). Thus, there can be no finding of self-dealing in the absence of evidence a fiduciary profited from his actions. See Gillespie v. Hernden, 516 S.W.3d 541, 555 (Tex. App.—San Antonio 2016, pet. denied) (concluding plaintiff’s claim attorney engaged in self-dealing was unsupported by the record where evidence conclusively proved benefit to attorney was shared equally with clients). ¶ 21 Janice’s motion lists multiple instances where Bob allegedly breached his duty of loyalty: 1. When Bob entered into UTAs to sell more than 50% of his Original Retained Interest; 2. When Bob failed to notify her of the March Capital Call and when Bob disallowed her participation in the August Capital Call; and 3. When Bob voted for issuing capital calls and when Bob voted in manners benefitting the Rangers instead of Janice. Pl.’s Mot. at 19, 21-22. i. Bob’s UTAs ¶ 22 Janice cannot prevail on her claim Bob breached his duty of loyalty by entering into and failing to notify Janice of the UTAs because the contract did not trigger MEMORANDUM OPINION | PAGE 12 the Agreed Decree’s Section 16.1(d)(1)(f) (“Section F”). Section F contains a tag-along provision prescribing Bob’s actions should he dispose 50% of his Original Retained Interest: B.R. SIMPSON may Dispose of up to 50% of his Original Retained Interest . . . in HBE and/or RBE, at any time and from time to time in his sole discretion, without restriction hereunder. If B.R. SIMPSON elects at any time to Dispose more than 50% of his Original Retained Interest in HBE and/or RBE (calculated cumulatively, whether in one or more separate transactions), IT IS ORDERED that B.R. SIMPSON shall provide J. SIMPSON with 15 day’s prior written notice of such proposed Disposition, including the material terms of the proposed Disposition, and J. SIMPSON shall then have the right and option, exercisable in her sole discretion within such 15-day notice period, to elect to treat the proposed Disposition as including a pro rata share of the Interests Held in Trust. Pl.’s Mot., Ex. B. at 171-72 (emphasis omitted). Plainly, if Bob sells Bob’s 50% of his Original Retained Interest, Section F lets Janice join her pro rata ownership interests with Bob’s sale. ¶ 23 Janice alleges Bob’s contract to sell approximately 18 Class B Units disposed over 50% of his Original Retained Interest and triggered her rights under Section F. Pl.’s Mot. 13-14. By failing to notify her of the sale, Janice alleges she lost the opportunity to sell her shares to a third party. Sec. Am. Pet. at 13, 14; Pl.’s Mot. at 24 (“Had Janice participated in the June UTAs, as was her right, she would now have cash instead of illiquid shares controlled by a self-dealing fiduciary.”). ¶ 24 Defendants disagree. Bob does not contest he owned approximately 18 Class B units, but argues only 9 Class B Units comprised his Original Retained Interest. Defs.’ Mot. at 24, 131, 245 (listing partitioned unit amounts). Bob states he acquired 9 additional Class B units in March 2025 and those 9 later-acquired Class B units can never be counted MEMORANDUM OPINION | PAGE 13 as part of his Original Retained Interest. Id. He claims he “only sold those units originally awarded to [him in the Agreed Decree]” and claims the sale amount did not trigger Section F’s 50% provision. Defs.’ Resp. at 12; Defs’ SJ Mot. at 25. In sum, Bob claims Janice is combining all his Class B shares together when only half were Original Retained Interest shares able to trigger Section F. Alternatively, Defendants contend Janice suffered no damages from Bob’s sale because Janice still retains her Class B units as originally valued. Defs.’ Mot. at 26, 101. ¶ 25 The Court finds the UTAs did not trigger Section F and, therefore, Bob did not violate its tag-along provision. As a threshold matter, Bob did not sell more than 50% of his Original Retained Interest. Defined above, “Original Retained Interest” is Bob’s court-awarded and partitioned interest in HBE. Pl.’s Mot., Ex. B. at 172; Defs.’ Resp. at 12; Defs.’ Mot. at 24-25. The Agreed Decree awarded 49 HBE units as Janice’s Interests Held in Trust and awarded Bob 36 HBE units as his Original Retained Interest. Pl.’s Mot., Ex. B. at 153-54. There were originally 9 Class B shares within Bob’s 36 HBE units. Defs.’ Mot. at 130-31. Indeed, Bob acquired an additional 9 Class B units via the March Capital Call, but the later-acquired 9 Class B units were not included in the UTAs. Id. at 245. ¶ 26 In contracting to sell 9 Class B units of his 36 HBE units, Bob contracted to dispose only 25% of his Original Retained Interest. This percentage is well-below Section F’s threshold and, therefore, did not trigger his obligation to provide Janice with 15 days’ prior written notice of the proposed sale. Bob could not breach any duty with respect to the UTAs because Section F was never triggered. Therefore, Bob did not violate his duty of MEMORANDUM OPINION | PAGE 14 loyalty owed to Janice as it relates to the UTAs. Janice’s Partial SJ Motion on this ground must be DENIED. ii. Bob and the Capital Calls ¶ 27 Janice cannot prevail on her claim Bob breached his duty of loyalty by failing to notify her of the March Capital Call because Section D exculpates Bob and Janice did not sustain any recoverable damages by his breach. In a letter from her counsel to Bob, Janice claims the Agreed Decree imposed a duty of loyalty applicable to capital call disclosures. Pl.’s Mot., Ex. R. at 483. In support, she cites the Agreed Decree’s duty to disclose language: [W]ithin 24 hours of receipt . . . [Bob shall furnish to Janice] true, correct, complete copies of any written digital information [Bob] receives regarding [] HBE, and/or the Interests Held in Trust solely to the extent that such information is generally made available to all owners of the RBE. Id. (quoting Pl.’s Mot., Ex. B at 175). She furthers, “[h]ad Ms. Simpson received the required copy of the Notice, she would have made the necessary capital contribution from her separate property to ensure that the issuance of additional units was not dilutive to the interests held in the Constructive Trust.” Id., Ex. R. at 483. ¶ 28 For his part, Bob argues Section D’s exculpatory language “is an exception to such generic statements of fiduciary duty.” Defs.’ Mot. at 21; Defs.’ Resp. at 8. He urges the Agreed Decree must be interpreted “in light of the operative text’s surrounding words and structure.” Id. (citing U.S. Polyco, Inc. v. Tex. Cent. Bus. Lines Corp., 681 S.W.3d 388 at 390 n.3 (Tex. 2023)). Notwithstanding, Bob insists “Janice has not suffered any harm MEMORANDUM OPINION | PAGE 15 based on any lack of notice” and “any alleged violation of the notice provision is harmless.” Id. at 27. ¶ 29 The Court finds Bob should have notified Janice of the March Capital Call. It is undisputed Bob had 24 hours from receipt of information regarding shares (i.e.: capital calls) to contact Janice but he did not. Pl.’s Mot., Ex. B. at 175. But while the evidence supports Bob put his own interests (a desire to grow his Rangers shares) above preserving Janice’s Interests Held in Trust, Section D permits such behavior. Further, despite Bob’s skirting his notification duty, Janice was not damaged in any manner uncontemplated or unpermitted by Section D. Janice’s hypothetical capital call participation only lends itself, at best, to non-recoverable speculative damages. Checker Bag Co., a Div. of Checker Food Pro. Co. v. Washington, 27 S.W.3d 625, 634 (Tex. App.—Waco 2000, pet. denied) (largely speculative profits are not recoverable as damages); See Ramco Oil & Gas Ltd. v. Anglo- Dutch (Tenge) L.L.C., 207 S.W.3d 801, 808 (Tex. App.—Houston [14th Dist.] 2006, pet. denied) (in breach of contract action, plaintiff cannot recover profits that are largely speculative and derivative of “chancy business opportunities.”). 5 Notwithstanding, Janice seeks no equitable relief from Bob’s breach. See Pl.’s Equit. Rel. Br. Janice’s Motion must be DENIED because she has not satisfied the requisite elements to prevail on this claim. 5 The Court notes Janice’s claim she would have participated in the March Capital Call had she received notice directly contradicts Janice’s long-held intention to sell her shares and rid herself of Rangers obligations. MEMORANDUM OPINION | PAGE 16  iii. Bob’s Votes ¶ 30 Bob did not breach his duty of loyalty to Janice by voting for Rangers’ capital calls, nor did Bob breach his duty of loyalty to Janice by voting to benefit the Rangers over Janice. By way of background, in early 2025 and again in August 2025, Bob and the Rangers’ board voted for and approved issuing capital calls. Pl.’s Mot. at 11. Janice relies on the Agreed Decree’s Section 16.1(d)(1)(c) (“Section C”) to claim Bob should have voted in a manner that preserved her Interests Held in Trust over the Rangers’ benefit. Id. at 13. She claims Bob’s vote for capital calls devalued her ownership interest. Id. Bob does not disagree the March Capital Call and the August Capital Call devalued her interest, but insists the Agreed Decree lets him vote for capital calls despite any resulting share devaluation. Pl.’s Mot., Ex. C. at 333 ([“The vote] was permitted to dilute her, as provided in the divorce decree. It’s black and white.”). Bob further avers his votes are consistent with the fiduciary duties he owes the Rangers. Defs.’ Mot. at 23. ¶ 31 Bob was permitted to exercise his voting rights as a Rangers board member and under the Agreed Decree. Section C forbids Bob from voting in a manner causing Janice dilution relative to any other member with her same unit shares: IT IS ORDERED that neither B.R. SIMPSON nor any entity controlled by B.R. SIMPSON shall vote any of the Simpson Baseball Interest in favor of taking any action that could dilute or devalue the Interests Held in Trust to a greater degree (determined on a pro rata basis per unit of membership interest) than the other owners of membership interests of the same class as the Interests Held in Trust, including but not limited to the Simpson Baseball Interest retained by B.R. SIMPSON. Whenever the organizational documents or applicable law give B.R. SIMPSON the right, privilege, option, duty, or obligation to vote the units, shares, or interests titled in his name or in the name of HBE (hereafter called “voting rights”), or call for a vote by all who MEMORANDUM OPINION | PAGE 17  are record title holders of the units, shares or interests, then, subject to the MLB Rules and Regulations, IT IS ORDERED that neither B.R. SIMPSON nor an entity controlled by B.R. SIMPSON, shall exercise such voting rights to vote, consent, or approve any action or omission by the business organization that would dilute or devalue the Interests Held In Trust to a greater degree (determined on a pro rata basis per unit of membership interest) than the other owners of membership interests of the same class as the Interests Held in Trust. Defs.’ Mot. at 144 (emphasis omitted). Section C speaks to capital call requests treating Janice’s Interests Held in Trust differently than other owners. In such scenario, Bob could not vote without Janice’s consent because Janice’s Interests Held in Trust would be devalued greater than other Rangers’ owners. Section C’s contemplated scenario did not occur in March 2025 or August 2025—instead, Bob voted for all-member capital calls with participating members receiving shares relative to their ownership percentage. Defs.’ Mot. at 245-55. Bob’s vote for capital calls did not violate his duty of loyalty to Janice under Section C. Janice’s Motion must be DENIED on this claim. ¶ 32 Janice’s assertion Bob breached his duty of loyalty to her by voting to benefit the Rangers similarly fails. Bob testified at his deposition: “I’m not voting for capital calls. I’m voting for the benefit of the Rangers, not trying to pursue reducing her interest.” Pl.’s Mot., Ex. C. at 309. As a Rangers’ board member, Bob clearly maintains a fiduciary obligation to the organization. Worth noting is Section D’s language paralleling his right to free participation. See Pl.’s Mot. Ex. B. at 171 (Section D language). Based on the foregoing, the Court finds Bob’s vote did not breach his duty of loyalty. Janice’s Motion must be DENIED on this ground. MEMORANDUM OPINION | PAGE 18  2. Duty of Full Disclosure ¶ 33 While Bob breached his duty of full disclosure, he is exculpated by Section D’s terms and Janice suffered no recoverable damages. A trustee owes the beneficiaries a duty of full disclosure of all material facts known to them that might affect the rights of the beneficiaries. DeShazo, 922 S.W.2d at 923. The trustee has a duty to deal openly with its beneficiary and to fully disclose to the beneficiary information about matters affecting the trust. See, e.g., Daniel v. Falcon Interest Realty Corp., 190 S.W.3d 177, 185 (Tex. App.— Houston [1st Dist.] 2005, no pet.). ¶ 34 Janice argues Bob breached his duty of full disclosure twice: first when he entered into UTAs to sell more than 50% of his of his Original Retained Interest and again when he failed to notify her of the March Capital Call. Pl.’s Mot. at 22. As previously discussed, the Court concluded that Bob did not contract to sell more than 50% of his Original Retained Interest and, therefore, under Section F, Bob did not violate his disclosure obligation. See, infra, at 15-16. ¶ 35 Bob did breach the Agreed Decree’s disclosure provision when he did not disclose the March Capital Call to Janice. Bob’s disclosure and notification duties were both agreed and express: within 24 hours, Bob must notify Janice of any information he receives as a Rangers’ owner. See Pl.’s Mot., Ex. B. at 175. He did not do so. Capital call disclosures squarely fall under the “24 hour” disclosure umbrella. But, believing Janice had no right to participate in capital calls, Bob elected not to inform Janice of the March Capital Call. See id., Ex. C. at 310-11. Bob’s faulty belief wholly undermines the MEMORANDUM OPINION | PAGE 19 Constructive Trust’s notice obligations. Bob clearly breached his duty to disclose the March Capital Call. However, Bob’s liability for such failure is eliminated by Section D’s exculpatory language permitting Janice’s dilution. See Pl.’s Mot. Ex. B at 171 (Section D language). ¶ 36 Janice is not entitled to recover either actual damages or equitable remedies for Bob’s breach. Because nothing before the Court depicts Janice sustained recoverable injuries from Bob’s failure to disclose the March Capital Call, Janice cannot obtain actual damages. Again, Janice does not seek equitable relief from Bob’s breach. See Pl.’s Equit. Rel. Br. Therefore, Janice recovers nothing from Bob’s failure to disclose the March Capital Call. Janice’s Motion on this claim must be DENIED. 3. Duty to Preserve ¶ 37 Bob did not violate his duty to preserve. It is uncontested that, as constructive trustee, Bob owes Janice the highest duty to preserve her Interests Held in Trust. Pl.’s Mot., Ex. B. at 169. Sections D and E contemplate that duty in the context of adding shares to the Constructive Trust’s corpus. See id. at 171. But Sections D and E do not cloak Bob in additional liability should Bob purchase more shares and reduce Janice’s portion of the Original Retained Interest. See id. Nor do the two sections saddle Bob with additional responsibilities outside of holding and maintaining Janice’s Interests Held in Trust until she chooses to sell them. Id. By participating in the March Capital Call, Bob neither amended, modified, nor disposed of the Constructive Trust’s original corpus in MEMORANDUM OPINION | PAGE 20 violation of his duty. See Pl.’s Mot., Ex. B. at 169. Accordingly, Janice’s Motion is DENIED on her duty to preserve claim. b. Janice’s Breach of Contract Claims ¶ 38 While Bob breached the Agreed Decree, Janice is not entitled to damages arising from his breach; Janice’s claim against the Defendants for breach of HBE’s Amended and Restated Company Agreement (“HBE’s Amended Company Agreement”) similarly fails as a matter of law. To prevail on a breach of contract claim, the plaintiff must prove: 1. The existence of a valid contract; 2. The plaintiff performed its obligations under the contract; 3. The defendant breached the contract; and 4. The plaintiff sustained damages resulting from the breach. Pathfinder Oil & Gas, Inc. v. Great W. Drilling, Ltd., 574 S.W.3d 882, 890 (Tex. 2019). A third party may have standing to recover on a breach of contract if the Court determines it is a contract beneficiary. “To establish standing to assert a breach of contract cause of action, a party must prove its privity to the agreement or that it is a third-party beneficiary.” Maddox v. Vantage Energy, LLC, 361 S.W.3d 752, 756 (Tex. App.—Fort Worth 2012, pet. denied). A third party may recover on a contract between other parties if the contracting parties intended to attach a benefit to the third party and if the contracting parties entered into the contract directly for the third party’s benefit. Basic Cap. Mgmt. v. Dynex Com., Inc., 348 S.W.3d 894, 900 (Tex. 2011). In order to be an intended third-party beneficiary, the party must show that it is either a donee or creditor beneficiary to the contract. Esquivel v. Murray Guard, Inc., 992 S.W.2d 536, 543 (Tex. App.—Houston [14th Dist.] 1999, pet. MEMORANDUM OPINION | PAGE 21 denied). A third party cannot enforce a contract if the contract confers only an indirect or incidental benefit. Tawes v. Barnes, 340 S.W.3d 419, 425 (Tex. 2011). ¶ 39 Here, Janice argues Bob breached the Agreed Decree in three ways: through Section F’s tag-along provision, by failing to notify her of the March Capital Call, and by breaching the fiduciary duties listed in the Agreed Decree. Sec. Am. Pet. at 13. 1. The Agreed Decree i. The Tag-Along Provision ¶ 40 Bob did not breach the Agreed Decre