# Supreme Court of Texas

══════════ No. 2 2

- 1 085

══════════ Mary Alice Keyes and Sean Leo Nadeau ,

Petitioner s ,
v. David Weller and Integri T ech Advisors, LLC ,

Respondent s

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On Petition for Review from the Court of Appeals for the Third District of Texas

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J USTICE B USBY , 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 statut ory2

text and parts of the Court’s opinion to guide a proper analysis of th at 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 sharehold ers vicariously liable for corporate debts. Ante at 7

- 9, 1 4

- 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 stat ute, in light of its language and history, “applies to non

- veil

- piercing theories of liability.” Id. at 1 6 n.1 5

. 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 significan ce 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 ho lder rather than as a corporate officer, employee, or other agent. T EX

. B US

. O RGS

. C ODE § 21.223(a); ante at 1 3

- 1 4 . 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 m atter relating to or arising from the obligation.” T EX

. B US

. O RGS

. C ODE § 21.223(a)(2); ante at 1 4 . Thus, as the Court holds, the statute limits a defendant’s liability relating to a corporate contractual obligation but3

not the defendant’s liability for his own individual misconduct. Ante at 1 6

- 1 7. 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 rel ates to a corporate contractual obligation or is simply direct liability for his own tortious acts. Id. at 1 6

- 1 7 & n.1 5 ; see also post at 5 (Bland, J., concurring). With these additional observations, I join the opinion of the Court.

J. Brett Busb y Justice
OPINION FILED : June 28, 2024