# Engie Ir Holdings LLC v. Hancock Supreme Court of Texas, No. 25-1093 **Engie Ir Holdings LLC v. Hancock, No. 25-1093, is before the Supreme Court of Texas. Key issue: Did ENGIE IR and the school district plead a viable ultra vires claim against the Comptroller for withdrawing a Chapter 313 certificate after the Comptroller's review deadline and after the statute expired, even though the court of appeals found the withdrawal unauthorized but "harmless"?** Practice areas: tax, governmental immunity, administrative law ## Key issues - Did ENGIE IR and the school district plead a viable ultra vires claim against the Comptroller for withdrawing a Chapter 313 certificate after the Comptroller's review deadline and after the statute expired, even though the court of appeals found the withdrawal unauthorized but "harmless"? - Was the certificate invalid from the start because the applicant merged before it issued, and can a withdrawal that may have been unauthorized still support an ultra vires claim in that case? ## Factual History 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 (Brief on the Merits (Petitioner), PDF pp. 12, 24). 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 (Brief on the Merits (Petitioner), PDF pp. 19-21). 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 (Brief on the Merits (Petitioner), PDF p. 22). 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 (Brief on the Merits (Petitioner), PDF pp. 24-25, 53). The Comptroller says the certificate stated it was no longer valid if the application information changed, so it was void from the start (Response to Petition (Respondent), PDF p. 16). ## Procedural History 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 (Brief on the Merits (Petitioner), PDF pp. 25-26). 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 (Brief on the Merits (Petitioner), PDF p. 27). The Supreme Court granted review on June 19, 2026. ## Issues Presented - ENGIE IR (Brief on the Merits (Petitioner), PDF p. 28): 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 (Response to Petition (Respondent), PDF p. 9): (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. ## Standard(s) of Review Whether undisputed jurisdictional facts establish a trial court's jurisdiction is a question of law reviewed de novo (Response to Petition (Respondent), PDF p. 15). ## Legal Arguments **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 (Brief on the Merits (Petitioner), PDF p. 28). 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 (Brief on the Merits (Petitioner), PDF p. 29). In reply, it says its claim challenged an affirmative act the court of appeals conceded was unauthorized, not an exercise of discretion (Reply to Response (Petitioner), PDF p. 2). **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 (Response to Petition (Respondent), PDF pp. 5, 14, 16). 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 (Response to Petition (Respondent), PDF pp. 5, 15). **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 (Brief on the Merits (Petitioner), PDF p. 5). ## Stated Reasons the Court Should Take the Case 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 (Petition for Review (Petitioner), PDF p. 23). 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 (Response to Petition (Respondent), PDF p. 14). ## Practice Area Tags tax, governmental-immunity, administrative-law ## Procedural Posture/Vehicle Petition for review from the Fifteenth Court of Appeals; granted June 19, 2026. Oral argument: November 4, 2026. ## Amicus Involvement None noted --- Source: The SCOTX Report, https://scotxreport.com/cases/25-1093. 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.