Bob Simpson founded and chairs TXO Partners, L.P., a Delaware limited partnership formerly called MorningStar Partners, and Vaughn Vennerberg served as its president and as an officer and director until his 2022 termination before TXO's IPO.¹ After the IPO, TXO is governed by its general partner, TXO Partners GP (TXOGP), whose sole member, MorningStar Oil & Gas (MSOG), is 40% owned by Simpson and 20% by his friend Clum, and TXOGP had a seven-member board when Vennerberg sued.² Vennerberg's derivative claims allege that Simpson usurped the "Jo Mill Deal" from the partnership for his children's trusts and caused TXO to grant three million employee units to Clum for help with Simpson's divorce.³

TXO, MSOG and TXOGP sued for a declaration that Vennerberg is owed no compensation, and he counterclaimed, including derivative claims for TXO, without making a pre-suit demand.¹ The trial court sustained the TXO parties' special exception on February 10, 2025, finding demand futility not adequately pleaded but allowing repleading, and on April 30, 2025, after Vennerberg filed his Fourth Amended Counterclaims, the 352nd District Court of Tarrant County (Judge Burgess) overruled the special exception.² The Second Court of Appeals (Fort Worth) denied mandamus in a two-sentence memorandum opinion on June 17, 2025.³ The Supreme Court set the case for oral argument.

Original proceeding (petition for writ of mandamus) after the Second Court of Appeals (Fort Worth) denied relief. Oral argument: December 1, 2026.

• The TXO parties:¹ whether the trial court abused its discretion by denying their special exception and letting the derivative suit proceed, where Vennerberg made no pre-suit demand and bore the burden to show by particularized pleadings that demand on the board would be futile, and his director-by-director pleadings are insufficient under Delaware law.
• Vennerberg:² whether the trial court abused its discretion where, under Delaware law, he had to plead facts raising a reasonable doubt that demand on the general partner as an entity would be futile, and he pleaded that TXOGP could not impartially consider a demand to sue its own chairman and sole member.

A Texas trial court has broad discretion in ruling on special exceptions, and if it correctly applies Delaware law, which governs the pleading standard for derivative claims, it does not abuse its discretion.¹

What Delaware law requires to plead demand futility.

The TXO parties (Relators): Delaware requires a partner to make pre-suit demand on the entity's governing body, and demand futility is a substantive requirement of particularized allegations on a director-by-director basis.¹ The Delaware Legislature unambiguously abrogated the "entity approach": before the amendment the analysis looked at the general partner as an entity, and after it the analysis focuses on the delegate, here the directors.² Vennerberg's allegations about each of four directors do not overcome the presumption of independence, and a controller's interest does not dilute a claimant's burden.³

Vennerberg (Real Party in Interest): Delaware law requires a derivative plaintiff for a limited partnership to plead futility as to the general partner as an entity, not its board, under 6 Del. C. § 17-1003, and the Relators do not dispute that he did so.⁴ Alternatively, a majority of the TXOGP board has significant personal and financial ties to Simpson that prevent impartial consideration of a demand.⁵

The remedy.

The TXO parties (Relators): The Court should issue mandamus directing the trial court to grant the special exception and dismiss the derivative claims.⁶

Vennerberg (Real Party in Interest): If the Court grants relief, it should reject dismissal and remand so he can replead demand-futility allegations.⁷

The TXO parties said the case concerns the prerequisites to a derivative claim under Delaware law, a recurring issue for Delaware-formed entities litigating in Texas courts.¹ Vennerberg argued the issue starts and ends with a clear Delaware rule that futility is pleaded as to the general partner, so mandamus is not warranted.²

• An amicus curiae brief was filed, with a response; they are not summarized here.