bedrock principle in Texas

2026“A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the corporation’s contractual obligations.” Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex. 2006).

2025Shareholder Responsibility for Corporate Obligations “A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the corporation’s contractual obligations.” Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex. 2006).

2025“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.” Texas v. Johnson, 491 U.S. 397, 414 (1989).

2025With these principles in mind, we agree with Appellant that he is “entitled to believe whatever he wanted” about the subjects covered in Nesreen’s punishment phase testimony and that the First Amendment “protects unpopular and disagreeable political beliefs and speech.” See Texas v. Johnson, 491 U.S. 397, 414 (1989) (“If there is a bedrock principle underlying the First 29 Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”).

2008See, e.g., Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex.2006) ("A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the corporation's contractual obligations.”); Castleberry v. Branscum, 721 S.W.2d 270, 271 (Tex.1986) ("The corporate form normally insulates shareholders, officers, and directors from liability for corporate obligations_"). 30 .

2008Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex.2006) ("A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the coiporation’s contractual obligations.”). 56 . 721 S.W.2d at 273 . 57 .

1991CALCULATION OF AN OWNER’S COMPENSATION We start with this bedrock principle: “The objective of the judicial process under the constitution and statutes is to make the landowner whole and to award him only what he could have obtained for his land in a free market.” City of Fort Worth v. Corbin, 504 S.W.2d 828, 831 (Tex.1974).

1991In Schmidt , we reiterated the bedrock principle that “the objective of the judicial process under the constitution and statutes is to make the landowner whole and to award him only what he could have obtained for his land in a free market.” Id. at 32 (citing City of Fort Worth v. Corbin, 504 S.W.2d 828, 831 (Tex.1974)).

2022Fin., LLC v. Plasma Fab, LLC, 519 S.W.3d 76, 78 (Tex. 2017).

2018This is a bedrock principle.” 519 S.W.3d at 78 .

2025Or, a former client could give her negative 36 See 303 Creative, 600 U.S. at 572 (Speech does not lose protection merely because it causes “anguish or incalculable grief.”) 37 NAACP v. Claiborne Hardware Co., 458 U.S. 886, 910 (1982) (“Speech does not lose its protected character, however, simply because it may embarrass others or coerce them into action.”). 38 Johnson, 491 U.S. at 414 (“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”). 3

2025Or, a former client could give her negative 36 See 303 Creative, 600 U.S. at 572 (Speech does not lose protection merely because it causes “anguish or incalculable grief.”) 37 NAACP v. Claiborne Hardware Co., 458 U.S. 886, 910 (1982) (“Speech does not lose its protected character, however, simply because it may embarrass others or coerce them into action.”). 38 Johnson, 491 U.S. at 414 (“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”). 3

2025Defendants' comparison between the Texas Business Court's removal procedure and federal removal procedure does not account for the existence of Section 8. <j[27 Finally, in their efforts to bypass Section 8, Defendants appear to compare the Business Court's removal procedure with federal removal procedure. 51 Defendants highlight that "the federal courts [ensure] removability within 30 days after the amendment from which removability may be ascertained was filed, no matter the filing date of the initial suit. " 52 In the Business Court, there is a similar procedure for the opposed removal of a

2025Defendants' comparison between the Texas Business Court's removal procedure and federal removal procedure does not account for the existence of Section 8. <j[27 Finally, in their efforts to bypass Section 8, Defendants appear to compare the Business Court's removal procedure with federal removal procedure. 51 Defendants highlight that "the federal courts [ensure] removability within 30 days after the amendment from which removability may be ascertained was filed, no matter the filing date of the initial suit. " 52 In the Business Court, there is a similar procedure for the opposed removal of a

2025Defendants' comparison between the Texas Business Court's removal procedure and federal removal procedure does not account for the existence of Section 8. <j[27 Finally, in their efforts to bypass Section 8, Defendants appear to compare the Business Court's removal procedure with federal removal procedure. 51 Defendants highlight that "the federal courts [ensure] removability within 30 days after the amendment from which removability may be ascertained was filed, no matter the filing date of the initial suit. " 52 In the Business Court, there is a similar procedure for the opposed removal of a

2025Defendants' comparison between the Texas Business Court's removal procedure and federal removal procedure does not account for the existence of Section 8. <j[27 Finally, in their efforts to bypass Section 8, Defendants appear to compare the Business Court's removal procedure with federal removal procedure. 51 Defendants highlight that "the federal courts [ensure] removability within 30 days after the amendment from which removability may be ascertained was filed, no matter the filing date of the initial suit. " 52 In the Business Court, there is a similar procedure for the opposed removal of a

2018See FCC v. Pacifica Found., 438 U.S. 726, 745 , 98 S. Ct. 3026, 3038 (1978) (“[T]he fact that society may find speech offensive is not a sufficient reason for suppressing it.”); see also Texas v. Johnson, 491 U.S. 397, 414 , 109 S. Ct. 2533, 2545 (1989) (“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”).

2018See FCC v. Pacifica Found., 438 U.S. 726, 745 , 98 S. Ct. 3026, 3038 (1978) (“[T]he fact that society may find speech offensive is not a sufficient reason for suppressing it.”); see also Texas v. Johnson, 491 U.S. 397, 414 , 109 S. Ct. 2533, 2545 (1989) (“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”).

2011Group, Inc., 192 S.W.3d 759, 762 (Tex. 2006) (orig. proceeding) (noting that ―corporations must act through human agents‖). 5 See Bernard Johnson, Inc. v. Cont’l Constructors, Inc., 630 S.W.2d 365, 369 (Tex. App.—Austin 1982, writ ref‘d n.r.e.) (―As a general rule, a suit for breach of contract may not be maintained against a person who is not a party to the contract.‖). 6 See Castleberry v. Branscum, 721 S.W.2d 270, 272 (Tex. 1986) (setting out six grounds on which the corporate form may be disregarded), superseded in part by Act effective Sept. 1, 1997, 75th Leg., R.S., Ch. 375, § 7, 1997 Te

2011Group, Inc. , 192 S.W.3d 759, 762 (Tex. 2006) (orig. proceeding) (noting that “corporations must act through human agents”). [5] See Bernard Johnson, Inc. v. Cont’l Constructors, Inc. , 630 S.W.2d 365, 369 (Tex. App.—Austin 1982, writ ref’d n.r.e.) (“As a general rule, a suit for breach of contract may not be maintained against a person who is not a party to the contract.”). [6] See Castleberry v. Branscum , 721 S.W.2d 270, 272 (Tex. 1986) (setting out six grounds on which the corporate form may be disregarded), superseded in part by Act effective Sept. 1, 1997, 75th Leg., R.S., Ch. 375, § 7,

2011Group, Inc., 192 S.W.3d 759, 762 (Tex. 2006) (orig. proceeding) (noting that ―corporations must act through human agents‖). 5 See Bernard Johnson, Inc. v. Cont’l Constructors, Inc., 630 S.W.2d 365, 369 (Tex. App.—Austin 1982, writ ref‘d n.r.e.) (―As a general rule, a suit for breach of contract may not be maintained against a person who is not a party to the contract.‖). 6 See Castleberry v. Branscum, 721 S.W.2d 270, 272 (Tex. 1986) (setting out six grounds on which the corporate form may be disregarded), superseded in part by Act effective Sept. 1, 1997, 75th Leg., R.S., Ch. 375, § 7, 1997 Te

2011Group, Inc. , 192 S.W.3d 759, 762 (Tex. 2006) (orig. proceeding) (noting that “corporations must act through human agents”). [5] See Bernard Johnson, Inc. v. Cont’l Constructors, Inc. , 630 S.W.2d 365, 369 (Tex. App.—Austin 1982, writ ref’d n.r.e.) (“As a general rule, a suit for breach of contract may not be maintained against a person who is not a party to the contract.”). [6] See Castleberry v. Branscum , 721 S.W.2d 270, 272 (Tex. 1986) (setting out six grounds on which the corporate form may be disregarded), superseded in part by Act effective Sept. 1, 1997, 75th Leg., R.S., Ch. 375, § 7,

2006Id.; Cooks v. State, 844 S.W.2d 697, 722 (Tex.Crim.App.1992).

2006Id. ; Cooks v. State , 844 S.W.2d 697, 722 (Tex. Crim.

2016“A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the corporation’s contractual obligations.” Singh, 338 S.W.3d at 182 (citing Sparks, 232 S.W.3d at 868 ).

2015See Singh, 338 S.W.3d at 182 (stating that one of the “bedrock principle[s] of corporate law is that a corporation cannot be used when it benefits the stockholders and be disregarded when it is to the advantage of the organizers to do so”).

2026This shield extends to limited liability companies and “stems from the presumption of legal separateness that exists between a limited liability company and its members.” Julka v. U.S. Bank Nat’l Ass’n, 516 S.W.3d 84, 88 (Tex. App.— Houston [1st Dist.] 2017, no pet.).

2025In accordance with these bedrock principles, “[c]ourts must adhere to legislative definitions of terms when they are supplied.” Youngkin v. Hines, 546 S.W.3d 675, 680 (Tex. 2018); see also Tex. Gov’t Code § 311.011(b); TGS–NOPEC Geophysical Co. v. Combs, 340 S.W.3d 432, 439 (Tex. 2011) (“If a statute . . . assigns a particular meaning to a term, we are bound by the statutory usage.”). 23 This bedrock rule applies to the DTPA.

2025Or, a former client could give her negative 36 See 303 Creative, 600 U.S. at 572 (Speech does not lose protection merely because it causes “anguish or incalculable grief.”) 37 NAACP v. Claiborne Hardware Co., 458 U.S. 886, 910 (1982) (“Speech does not lose its protected character, however, simply because it may embarrass others or coerce them into action.”). 38 Johnson, 491 U.S. at 414 (“If there is a bedrock principle underlying the First Amendment, it is that the government may not prohibit the expression of an idea simply because society finds the idea itself offensive or disagreeable.”). 3

2025In accordance with these bedrock principles, “[c]ourts must adhere to legislative definitions of terms when they are supplied.” Youngkin v. Hines, 546 S.W.3d 675, 680 (Tex. 2018); see also Tex. Gov’t Code § 311.011(b); TGS–NOPEC Geophysical Co. v. Combs, 340 S.W.3d 432, 439 (Tex. 2011) (“If a statute . . . assigns a particular meaning to a term, we are bound by the statutory usage.”). 23 This bedrock rule applies to the DTPA.

2024See, e.g., Commonwealth v. Sholes, 95 Mass. (13 Allen) 554, 558 (1866) (concluding that an abortion “done by a surgeon for the purpose of saving the life of the woman” is among the “circumstances which would furnish a lawful justification”); 2 F. Wharton, CRIMINAL LAW § 1230, p. 206 (7th ed. 1874) (“Of course it is a defense that the destruction of the child’s life was necessary to save that of the mother.”).

2023Bank v. State Tax Comm’n of Md., 297 U.S. 209, 215 (1936) (citations omitted).

2023However, the corporate veil may be pierced upon a theory of alter ego “where a corporation is organized and operated as a mere tool or business conduit of another . . . .” Tryco Enters. v. Robinson, 390 S.W.3d 497, 508 (Tex. App.—Houston [1st Dist.] 2012, pet. dism’d) (quoting Castleberry v. Branscum, 721 S.W.2d 270, 272 (Tex. 1986)).

2023“A bedrock principle of corporate law is that an individual can incorporate a business and thereby normally shield himself from personal liability for the corporation’s contractual obligations.” U.S. KingKing, LLC v. Precision Energy Servs., Inc., 555 S.W.3d 200, 212 (Tex. App.—Houston [1st Dist.] 2018, no pet.) (quoting Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex. 2006)).

2022See Burnett, 642 S.W.2d at 770 ; see also U.S. v. Juarez, 573 F.2d 267, 276 (5th Cir. 1978) (recognizing “the bedrock principle that the attorney–client privilege is the client’s and his alone” and “[i]f the client wishes to waive it, the attorney may not assert it, either for the client’s or for his own benefit”).

2022See Burnett, 642 S.W.2d at 770 ; see also U.S. v. Juarez, 573 F.2d 267, 276 (5th Cir. 1978) (recognizing “the bedrock principle that the attorney–client privilege is the client’s and his alone” and “[i]f the client wishes to waive it, the attorney may not assert it, either for the client’s or for his own benefit”).

2021Cook v. State, 884 S.W.2d 485, 487 (Tex. Crim.

2019Conclusion Considering the fundamental differences between bilateral and class arbitration, and the bedrock principle that a party cannot be forced to arbitrate any dispute absent a binding agreement to do so, we 93 First Options of Chi., Inc. v. Kaplan, 514 U.S. 938, 946 (1995) (written memorandum objecting to arbitrator’s jurisdiction did not indicate the party’s “willingness to be effectively bound by the arbitrator’s decision on that point”). 94 See ConocoPhillips, Inc. v. Local 13-0555 United Steelworkers Int’l Union, 741 F.3d 627, 632 (5th Cir. 2014) (“[I]t cannot be the case that merely