Supreme Court of Texas

══════════

No. 22-1085

══════════

Mary Alice Keyes and Sean Leo Nadeau,

Petitioners,

v.

David Weller and IntegriTech Advisors, LLC, 

Respondents

═══════════════════════════════════════

On Petition for Review from the

Court of Appeals for the Third District of Texas

═══════════════════════════════════════

JUSTICE BUSBY, concurring.

I agree with the Court that Section 21.223 of the Texas Business 

Organizations Code does not limit the direct liability of a shareholder 

for his own tortious acts committed as a corporate officer or agent. I 

therefore join its opinion.

The Court quite properly does not address under what 

circumstances Section 21.223 would limit the direct liability of a 

shareholder for tortious acts not committed as a corporate officer or 

agent—an issue neither briefed by the parties nor before us in this case. 

I write to observe that courts and counsel must consult the statutory 
2

text and parts of the Court’s opinion to guide a proper analysis of that

issue in future cases. 

For example, the Court explains that Section 21.223 was enacted 

and expanded to limit the use of common-law veil-piercing theories that 

rendered shareholders vicariously liable for corporate debts. Ante at 7-9, 

14-17. If a shareholder invokes this statute to limit his direct liability 

for his own tortious acts, then a relevant question will be one the Court 

expressly does not decide here: whether the statute, in light of its 

language and history, “applies to non-veil-piercing theories of liability.” 

Id. at 16 n.15.

In addition, and independent of the answer to that question, it is 

important to keep in mind that the statute’s plain text gives no 

significance to the defendant’s role—that is, the capacity in which he 

acts—when committing the tort alleged. As the Court explains, the 

statute’s application initially turns on whether the defendant is “[a]

holder of shares,” not whether the defendant acts as a holder rather than 

as a corporate officer, employee, or other agent. TEX. BUS. ORGS. CODE

§ 21.223(a); ante at 13-14. Because the statute does not say anything at 

all about which “hat” the defendant shareholder wears, his role or 

capacity has no relevance in determining whether the statute applies.

Instead, one important limitation on the statute’s scope is that it 

applies only if the plaintiff seeks to hold the shareholder defendant 

liable for a “contractual obligation of the corporation or any matter 

relating to or arising from the obligation.” TEX. BUS. ORGS. CODE

§ 21.223(a)(2); ante at 14. Thus, as the Court holds, the statute limits a 

defendant’s liability relating to a corporate contractual obligation but 
3

not the defendant’s liability for his own individual misconduct. Ante at 

16-17. Accordingly, when a shareholder invokes this statute to limit his 

liability, another relevant question will be—as the Court’s opinion and 

Justice Bland’s concurrence note—whether that particular liability 

relates to a corporate contractual obligation or is simply direct liability 

for his own tortious acts. Id. at 16-17 & n.15; see also post at 5 (Bland, 

J., concurring).

With these additional observations, I join the opinion of the Court. 

J. Brett Busby

Justice

OPINION FILED: June 28, 2024