Mary Alice Keyes and Sean Leo Nadeau v. David Weller and Integritech Advisors, LLC ( 2024 )

Supreme Court of Texas
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No. 22-1085
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Mary Alice Keyes and Sean Leo Nadeau,
Petitioners,
v.
David Weller and IntegriTech Advisors, LLC,
Respondents
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On Petition for Review from the
Court of Appeals for the Third District of Texas
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JUSTICE BUSBY, concurring.
I agree with the Court that Section 21.223 of the Texas Business
Organizations Code does not limit the direct liability of a shareholder
for his own tortious acts committed as a corporate officer or agent. I
therefore join its opinion.
The Court quite properly does not address under what
circumstances Section 21.223 would limit the direct liability of a
shareholder for tortious acts not committed as a corporate officer or
agent—an issue neither briefed by the parties nor before us in this case.
I write to observe that courts and counsel must consult the statutory
text and parts of the Court’s opinion to guide a proper analysis of that
issue in future cases.
For example, the Court explains that Section 21.223 was enacted
and expanded to limit the use of common-law veil-piercing theories that
rendered shareholders vicariously liable for corporate debts. Ante at 7-9,
14-17. If a shareholder invokes this statute to limit his direct liability
for his own tortious acts, then a relevant question will be one the Court
expressly does not decide here: whether the statute, in light of its
language and history, “applies to non-veil-piercing theories of liability.”
Id. at 16 n.15.
In addition, and independent of the answer to that question, it is
important to keep in mind that the statute’s plain text gives no
significance to the defendant’s role—that is, the capacity in which he
acts—when committing the tort alleged. As the Court explains, the
statute’s application initially turns on whether the defendant is “[a]
holder of shares,” not whether the defendant acts as a holder rather than
as a corporate officer, employee, or other agent. TEX. BUS. ORGS. CODE
§ 21.223(a); ante at 13-14. Because the statute does not say anything at
all about which “hat” the defendant shareholder wears, his role or
capacity has no relevance in determining whether the statute applies.
Instead, one important limitation on the statute’s scope is that it
applies only if the plaintiff seeks to hold the shareholder defendant
liable for a “contractual obligation of the corporation or any matter
relating to or arising from the obligation.” TEX. BUS. ORGS. CODE
§ 21.223(a)(2); ante at 14. Thus, as the Court holds, the statute limits a
defendant’s liability relating to a corporate contractual obligation but
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not the defendant’s liability for his own individual misconduct. Ante at
16-17. Accordingly, when a shareholder invokes this statute to limit his
liability, another relevant question will be—as the Court’s opinion and
Justice Bland’s concurrence note—whether that particular liability
relates to a corporate contractual obligation or is simply direct liability
for his own tortious acts. Id. at 16-17 & n.15; see also post at 5 (Bland,
J., concurring).
With these additional observations, I join the opinion of the Court.
J. Brett Busby
Justice
OPINION FILED: June 28, 2024
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