Tax Code Chapter 313 let school districts agree to limit the taxable value of new projects to attract investment, with the Comptroller reviewing each application and each proposed agreement, and the program expired on December 31, 2022.¹ ENGIE Solar and a school district negotiated an agreement for a project of about half a billion dollars, and the Comptroller issued a certificate approving the application.² Unknown to the Comptroller, ENGIE Solar had merged into its affiliate ENGIE IR Holdings on June 1, 2022, and when the Comptroller reviewed the draft agreement his staff said ENGIE Solar showed as "not established" in the franchise tax database and an agreement letter could not issue.³ The parties signed the agreement on December 19, 2022 with ENGIE IR signing as successor by merger, and the Comptroller withdrew the certificate on January 26, 2023.⁴ The Comptroller says the certificate stated it was no longer valid if the application information changed, so it was void from the start.⁵

ENGIE IR and the school district sued under the Declaratory Judgments Act for a declaration that the Comptroller acted ultra vires, and the trial court granted the Comptroller's plea to the jurisdiction.¹ The Fifteenth Court of Appeals, in a memorandum opinion by Chief Justice Brister joined by Justice Field, held they failed to plead ultra vires conduct that overcomes immunity; it recognized the Comptroller "plainly ha[d] no statutory or other authority" when he withdrew the certificate but excused it as harmless because the certificate was already invalid by its own terms, and Justice Farris dissented.² The Supreme Court granted review on June 19, 2026.

Petition for review from the Fifteenth Court of Appeals; granted June 19, 2026. Oral argument: November 4, 2026.

• ENGIE IR:¹ whether the Comptroller had legal authority to withdraw the certificate when he did, which is the only question in an ultra vires case, and whether the court of appeals could excuse an unauthorized act as harmless.
• The Comptroller:² (1) whether a certificate that says on its face it is not valid if application information changes supports an ultra vires claim after the applicant ceases to exist by merger; (2) whether notifying parties of a certificate's invalidity after a regulatory deadline is ultra vires if the certificate was void from the start; and (3) as an independent ground, whether the claim fails for failure to exhaust administrative remedies.

Whether undisputed jurisdictional facts establish a trial court's jurisdiction is a question of law reviewed de novo.¹

Whether the withdrawal was ultra vires.

ENGIE IR (Petitioner): The only question is whether the official had authority to act when he did, and the court of appeals admitted he had none, which should have ended the case; its harmless-error approach turns an ultra vires case into a collateral inquiry about the merits.¹ The withdrawal was ultra vires for two independent reasons: the Legislature ended Chapter 313 on December 31, 2022, as the Comptroller himself argued in Stetson, and Rule 9.1055(e)(2) required any withdrawal within twenty business days of receiving the agreement, a deadline that expired December 9, 2022, forty-eight days earlier.² In reply, it says its claim challenged an affirmative act the court of appeals conceded was unauthorized, not an exercise of discretion.³

The Comptroller (Respondent): The ultra vires exception is narrow, an ultra vires claim cannot challenge an official's discretionary reading of regulatory compliance, and ENGIE cannot complain of the withdrawal of a right it never legally held because the certificate was void by its own terms.⁴ The Comptroller's authority lapsed on December 31, 2022 under Stetson, he never approved the executed agreement, and ENGIE did not exhaust administrative remedies by seeking a hearing or amending the application.⁵

Whether the certificate and agreement were valid.

ENGIE IR (Petitioner): The certificate was valid from issuance and nothing invalidated it before the Comptroller's act, and the agreement was valid from its execution.⁶

ENGIE argued the court of appeals turned a relatively insignificant clerical error, which the Comptroller could have fixed by amending the certificate, into a perpetual immunity card against an ultra vires suit, despite admitting it was troubled that he acted without authority.¹ The Comptroller argued the court of appeals correctly held no viable ultra vires claim was stated because he did not revoke a valid right but identified that none existed.²

None noted