# Huffman Asset Mgmt., LLC v. Colter Supreme Court of Texas, No. 24-0205 **Huffman Asset Mgmt., LLC v. Colter, No. 24-0205 (Tex. May 29, 2026). Holding: Substituted service through the Secretary of State requires forwarding process to "the most recent address of the entity on file with the secretary of state," which is not necessarily the registered office address, and a Whitney certificate does not by itself establish that process was forwarded to the statutorily required address, so the record did not show strict compliance and the trial court abused its discretion in denying a new trial.** Practice areas: civil procedure, business organizations ## Key issues - A no-answer default judgment against two LLCs was reversed because the record did not show the Secretary of State forwarded process to the addresses the statute requires, the most recent addresses on file, so strict compliance with substituted service was not shown. - A Whitney certificate showing that process was forwarded does not by itself establish that it went to the statutorily required addresses. ## Factual History Maurice and Ni-Ida Colter leased an apartment from Prairie Capital, LLC, and in August 2021 sued Prairie and its property manager, Huffman Asset Management, LLC (HAM), for damages from an alleged roach infestation (Opinion, PDF p. 2). The entities' filings with the Secretary of State listed registered offices on Overlook Circle in Highland Village (HAM) and Westchester Drive in Dallas (Prairie), but the process server recorded attempts at addresses with the wrong city and the wrong zip code and at the lease's owner's-representative address on San Jacinto Street, where he could not get past a secure building (Opinion, PDF pp. 2-3). Believing they had used reasonable diligence, the Colters delivered the citation and petition to the Secretary of State on October 25, 2021, and gave the Secretary the registered office addresses for forwarding (Opinion, PDF p. 3). The Secretary's Whitney certificates showed copies were mailed to the Overlook Circle and Westchester Drive addresses and returned (Opinion, PDF p. 3). ## Procedural History The Colters moved for a no-answer default judgment, supplying a certificate of last known mailing address that listed the San Jacinto address rather than the registered offices, and the trial court signed the default judgment on April 25, 2022, with notice of the judgment sent to the San Jacinto address (Opinion, PDF pp. 3-4). HAM and Prairie moved for new trial, saying the notice of judgment was their first notice of the suit, and the trial court denied it (Opinion, PDF p. 4). The Fifth Court of Appeals (Dallas) reversed part of the damages award but otherwise affirmed, holding that the Colters used reasonable diligence and that the Whitney certificates conclusively proved the Secretary forwarded process as the statute requires (Opinion, PDF pp. 4-5). The vehicle in this Court is a petition for review filed by HAM and Prairie, argued December 2, 2025, and decided May 29, 2026 (Opinion, PDF pp. 1, 15). ## Issues Presented HAM and Prairie present three issues (Petition for Review (Petitioner), PDF p. 15): 1. Whether the court of appeals erred in construing "the most recent address of the entity on file with the secretary of state" in Business Organizations Code Section 5.253(b)(1) as the entity's registered office. 2. Whether reasonable diligence under Section 5.251(1)(B) is shown by an affidavit of a service attempt at an address different from the registered office on file. 3. Whether a no-answer default judgment can stand when service was defective. The Court decided the first issue and held the Whitney certificates insufficient, assuming without deciding that reasonable diligence was shown (Opinion, PDF p. 7). ## Standard(s) of Review The Court reviews a trial court's refusal to set aside a no-answer default judgment for abuse of discretion, but no-answer default judgments are disfavored and cannot be sustained absent meticulous adherence to service requirements, so one generally must be set aside if the defendant shows service was invalid (Opinion, PDF p. 5). The Court construes the service statute from its text, giving words their common, ordinary meaning (Opinion, PDF p. 8). ## Legal Arguments **Whether "the most recent address of the entity on file" means the registered office.** **HAM and Prairie (Petitioners):** The court of appeals ignored the Legislature's intent when it replaced "registered office" in the prior statutes with "the most recent address of the entity on file with the secretary of state," a change that harmonized the varying addresses under the prior statutes into a single designated address (Brief on the Merits (Petitioner), PDF p. 26; Reply Brief (Petitioner), PDF p. 14). **The Colters (Respondents):** The most recent address on file is the registered office address, because Section 5.201 requires an entity to maintain a business office at the same address as its registered office and the annual report must confirm or change the registered office address, and several courts of appeals have so held (Brief on the Merits (Respondent), PDF p. 26). **Whether the Colters used reasonable diligence.** **HAM and Prairie (Petitioners):** Section 5.251(1)(B) permits substituted service only if the registered agent cannot with reasonable diligence be found at the registered office, and the process server's affidavit shows attempts at addresses that were not the registered offices on file, so the Colters did not strictly comply (Brief on the Merits (Petitioner), PDF pp. 17, 26). **The Colters (Respondents):** They showed reasonable diligence, and Petitioners raise new arguments not made in the courts below (Brief on the Merits (Respondent), PDF p. 26). ## Stated Reasons the Court Should Take the Case HAM and Prairie argued that the court of appeals' construction of "the most recent address of the entity on file" as the registered office disregards the statute's text and the Legislature's amendment of the predecessor statutes (Petition for Review (Petitioner), PDF p. 23). ## Oral Argument - **Most recent address.** Asked whether complying with the Secretary of State rule makes an address the most recent on file, petitioners' counsel said he was not sure the rule gives much clarity. (Oral Argument, 0:10:20) - **Registered office versus home office.** Petitioners' counsel said the Business Organizations Code distinguishes between a registered office and a home office address in many places, and the Legislature could have made them interchangeable. (Oral Argument, 0:13:22; 0:15:02) - **Why not both?** Asked why not send to both addresses, respondents' counsel said the statute says to send to the most current address, even if this is a due process concern. (Oral Argument, 0:17:07) - **Preservation.** Respondents' counsel said no one argued in the trial court that the most current address was the principal office. (Oral Argument, 0:28:53) - **Either address.** Respondents' counsel said the most recent address could be the registered office, whichever one is most recent. (Oral Argument, 0:22:18) - **Filing an address.** Asked how an address is put on file, petitioners' counsel pointed to the recently amended business organizations code and articles of organization. (Oral Argument, 0:03:26) - **Inaccurate forms.** Asked if there is a reward for failing to fill out a form accurately, respondents' counsel said it is a different situation. (Oral Argument, 0:24:00) ## Practice Area Tags civil-procedure, business-organizations ## Procedural Posture/Vehicle Petition for review from the Fifth Court of Appeals (Dallas) after a no-answer default judgment; argued December 2, 2025, and decided May 29, 2026 (Opinion, PDF pp. 1, 4, 15). ## Amicus Involvement - [Mark P. Blenden](https://search.txcourts.gov/SearchMedia.aspx?MediaVersionID=cf8c669c-6006-47df-a038-7b0dc5dbf846&coa=cossup&DT=BRIEFS&MediaID=a2214b84-e7ea-4631-bc30-9b39476ca0ce) supports HAM and Prairie: the court of appeals failed to apply Section 5.253's requirement that process go to the most recent address on file. ## Holding Substituted service through the Secretary of State requires forwarding process to "the most recent address of the entity on file with the secretary of state," which is not necessarily the registered office address, and a Whitney certificate does not by itself establish that process was forwarded to the statutorily required address, so the record did not show strict compliance and the trial court abused its discretion in denying a new trial (Opinion, PDF pp. 7-14). ## Court's Reasoning **Whitney certificates.** The court of appeals erred in treating the certificates as conclusive proof of valid service, because the Secretary's certification establishes only the facts stated in it, and the Court will not presume process was forwarded to the statutorily required address absent a certification to that effect (Opinion, PDF pp. 7-8). **"Most recent address on file."** An entity may have several addresses on file, including its registered office, the addresses in its annual public information report, and the initial mailing address in its certificate of formation, and the most recent of them is the one that counts; if the most recent document lists more than one address, process must go to each (Opinion, PDF pp. 8-10). The Legislature used different words than "registered office," and the Court presumes it intended different meanings, a reading that also fits entities that have no registered office and the due-process goal of notice reasonably calculated to reach the defendant (Opinion, PDF pp. 10-12). **Application.** HAM's 2021 report on file listed the San Jacinto address as its mailing address, principal office, and principal place of business, and Prairie's report did the same, so process should have been sent to that address, not the registered offices, and neither entity was served in the manner the statute requires (Opinion, PDF pp. 12-14). The Court assumed without deciding that the Colters exercised reasonable diligence (Opinion, PDF p. 7). **Concurrence.** Justice Huddle, joined by Justices Devine, Young, and Sullivan, joined the opinion in full and wrote a "tl;dr" noting that the Court has grown increasingly skeptical of default judgments, to the point that it has not affirmed one in more than two decades (Huddle, J., concurring, PDF pp. 1-2). ## Disposition Court of appeals' judgment reversed and the case remanded to the trial court for further proceedings (Opinion, PDF p. 15). ## Vote Breakdown Justice Lehrmann delivered the opinion of the Court (Opinion, PDF p. 1). Justice Huddle filed a concurring opinion, joined by Justices Devine, Young, and Sullivan (Opinion, PDF p. 1). --- Source: The SCOTX Report, https://scotxreport.com/cases/24-0205. AI-generated summary of the Court's opinion, orders and the parties' briefs, with pin cites to the page of each document; verify against the Court's own documents at search.txcourts.gov.