Camino Real Developers, LLC v. RivenRock, LLC

Summary

The Texas Business Court grants Camino Real Developers, LLC’s traditional motion for summary judgment in a dispute over whether RivenRock, LLC’s acquired 50% LLC membership interest remains subject to the company agreement. The court rejects RivenRock’s res judicata and collateral-estoppel defenses and holds that the agreement’s capital-contribution and dilution provisions run with the transferred membership interest. The opinion distinguishes whether RivenRock is personally liable for breach from whether the acquired interest remains governed by the agreement.

Holdings

1. RivenRock's res judicata defense fails because the prior appellate reversal eliminated the preclusive effect of the trial court's declaration that RivenRock was not bound by the company agreement, and this action concerns later-occurring facts and materially different legal theories.
2. Collateral estoppel does not apply because no identical issue was actually litigated and finally decided in the prior proceeding.
3. RivenRock's 50% membership interest remained subject to all terms, conditions, restrictions, and obligations of Camino Real's company agreement, including the capital-contribution and dilution provisions, regardless of whether RivenRock separately signed the agreement.
4. Section 4.2(b) authorized Camino Real, acting through its managers, to admit Kyle 150 as a new capital provider and proportionally dilute RivenRock's interest after RivenRock failed to make the required capital contribution.
5. RivenRock does not own an undivided interest in Camino Real's underlying assets; it owns only the membership interest defined by the company agreement.

Questions Presented

1. Whether RivenRock's res judicata or collateral-estoppel defenses barred Camino Real's action concerning the 2025 capital call and dilution.
2. Whether an LLC membership interest transferred to a successor remains subject to the company agreement that defines the interest, including its capital-contribution and dilution provisions.
3. Whether the company agreement authorized Camino Real to admit a new capital provider and proportionally dilute RivenRock's interest after RivenRock refused the capital call.
4. Whether RivenRock owned an undivided interest in Camino Real's underlying assets.

Disposition

other