Supreme Court of Texas

══════════

No. 22-1085

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Mary Alice Keyes and Sean Leo Nadeau, 

Petitioners,

v.

David Weller and IntegriTech Advisors, LLC, 

Respondents

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On Petition for Review from the

Court of Appeals for the Third District of Texas

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

Argued January 31, 2024

JUSTICE LEHRMANN delivered the opinion of the Court.

JUSTICE BUSBY filed a concurring opinion.

JUSTICE BLAND filed a concurring opinion, in which Justice 

Blacklock, Justice Huddle, and Justice Young joined.

In this case, the plaintiffs bring fraud claims against two 

individual members of a limited liability company based on their alleged 

misrepresentations made while acting as agents of the company. Under 

well-settled Texas common law, individuals are personally liable for 

torts they commit as corporate agents. We are asked what effect, if any, 
2

Texas Business Organizations Code Section 21.223 has on that 

common-law principle when the corporate agent who allegedly commits 

a tort, like each of the defendants in this case, also owns an interest in 

the company. Section 21.223 shields corporate shareholders, as well as 

members of a limited liability company, from liability “to the corporation 

or its obligees with respect to . . . any contractual obligation of the 

corporation or any matter relating to or arising from the obligation on 

the basis that the [shareholder] is or was the alter ego of the corporation 

or on the basis of actual or constructive fraud, a sham to perpetrate a 

fraud, or other similar theory.” TEX. BUS. ORGS. CODE § 21.223(a)(2). An 

exception to this limitation on liability exists when the shareholder 

“caused the corporation to be used for the purpose of perpetrating and 

did perpetrate an actual fraud on the obligee primarily for the direct 

personal benefit of the [shareholder].” Id. § 21.223(b). 

The defendants argue that Section 21.223 shields them from 

liability because they were acting as agents of the company and there is 

no evidence that they were seeking a direct personal benefit. The court 

of appeals rejected that argument and reversed the trial court’s 

summary judgment for the defendants on the fraud claims, remanding 

those claims to the trial court for further proceedings. We hold that 

Section 21.223 does not limit an individual’s liability under the common 

law for tortious acts allegedly committed while acting as a corporate 

officer or agent, even when the individual is also a shareholder or

member. Accordingly, we agree with the court of appeals and affirm its

judgment.
3

I. Background1

David Weller provides aviation consulting services through 

IntegriTech Advisors, LLC, of which he is the sole member. In 

September 2017, Weller began discussing a potential employment 

relationship with MonoCoque Diversified Interests, LLC, which is in the 

business of buying, selling, and leasing airplane parts. MonoCoque is 

wholly owned by Mary Alice Keyes and Sean Leo Nadeau. Both also 

serve as agents of the company.

Weller met with Keyes and Nadeau numerous times over several 

months to discuss employment terms. In early January 2018, the 

parties exchanged emails outlining the agreed terms, including Weller’s 

salary, an additional $50,000 training fee payable quarterly to 

IntegriTech, and various payments based on a percentage of

MonoCoque’s revenues and investments that Weller generated. The 

compensation included a payment of two percent of MonoCoque’s 

company-wide gross revenue (capped at $15 million) during Weller’s

employment. Keyes and Nadeau represented to Weller that the revenue 

payments would be made quarterly and were nondiscretionary. In 

reliance on the representations regarding compensation, Weller 

declined other pending employment opportunities, accepted 

MonoCoque’s offer, and began working for MonoCoque on January 13, 

2018.

1 Because this case involves an appeal of a summary judgment, we 

recount the facts in the light most favorable to the nonmovants. Energen Res. 

Corp. v. Wallace, 642 S.W.3d 502, 509 (Tex. 2022).
4

A few weeks later, MonoCoque presented Weller with a “term 

sheet” containing confidentiality, noncompete, and nonsolicitation 

provisions, as well as an alternative dispute resolution agreement. The 

term sheet included a compensation provision listing Weller’s salary and 

a “[d]iscretionary incentive bonus of a maximum of two percent (2%) of 

gross sales revenue based upon level of activity attributed to Weller to 

achieve said sale.” Weller did not sign the documents. Over the next 

few months, the parties exchanged revised drafts of the various 

documents but could not reach an agreement and thus never executed 

them. 

In April 2018, Weller inquired about the past-due revenue 

payments and training stipend for the first quarter. Keyes denied that 

MonoCoque was obligated to make the revenue payments because 

Weller had not executed the above-mentioned agreements. Weller then 

met with Keyes, Nadeau, and MonoCoque’s lawyer. At that meeting, 

Keyes and Nadeau told Weller that MonoCoque had never intended to

make the revenue payments on a quarterly basis, but they stated that 

MonoCoque would pay the first-quarter training stipend and indicated 

that it would make the revenue payments at some later date. 

MonoCoque subsequently paid Weller the training stipend.

On May 29, Weller resigned. Keyes then sent Weller a letter 

stating that “no more funds are due to you by [MonoCoque]” because the 

parties had “never reached any agreement regarding terms of 

employment.” Weller responded with an invoice demanding a prorated 

portion of the second-quarter training stipend and estimated amounts 

for the unpaid revenue interest. MonoCoque, through its lawyer, 
5 

responded with a letter stating that because Weller “would never agree 

to any terms of employment,” he “remained an employee at-will with no 

provision made for any future payments” after his departure from the 

company. The letter further stated that MonoCoque “never agreed to 

pay [Weller] ‘revenue incentive’ or ‘training’ compensation” and owed 

him no further payment.

Weller and IntegriTech sued MonoCoque, Keyes, and Nadeau, 

asserting a breach-of-contract claim against MonoCoque and asserting

various fraud claims and a Texas Securities Act claim against all three 

defendants. The plaintiffs alleged that Keyes and Nadeau made 

fraudulent misrepresentations and omissions regarding MonoCoque’s 

obligation to compensate Weller to induce him to provide employment 

and consulting services and that he justifiably relied on those 

misrepresentations. The plaintiffs further alleged that Keyes and 

Nadeau were individually liable for their own fraudulent and tortious 

conduct that they engaged in as agents of MonoCoque. MonoCoque 

brought several counterclaims. 

The defendants filed a motion for partial summary judgment, 

arguing that Section 21.223 of the Texas Business Organizations Code 

bars the claims against Keyes and Nadeau individually because the 

complained-of acts were performed in their capacities as authorized 

agents of MonoCoque.2 The trial court granted the motion and severed 

2 The defendants also filed a separate motion for partial summary 

judgment on the ground that the fraud claims, except fraudulent inducement, 

are barred by the economic-loss rule. The trial court denied that motion, and 

it is not before us.
6

the subject claims into a separate action, resulting in a final judgment 

for Keyes and Nadeau on all claims asserted against them individually. 

Weller and IntegriTech appealed that judgment.3

The court of appeals reversed, holding that Section 21.223’s 

limitations on corporate owners’ liability apply when claimants seek to 

hold such owners liable for corporate obligations by piercing the 

corporate veil, but that the statute does not abrogate longstanding 

common law that “individuals are directly liable for their own tortious 

conduct—even if committed in the course and scope of their 

employment.” 684 S.W.3d 496, 499 (Tex. App.—Austin 2022) (citing 

Miller v. Keyser, 90 S.W.3d 712, 717–18 (Tex. 2002)). In so holding, the 

court noted that the majority of appellate courts to address the issue 

have reached the same conclusion. Id. at 501 (collecting cases). A 

minority of courts, however, have held that Section 21.223 can apply 

regardless of whether the individual defendant’s liability is premised on 

a veil-piercing theory or direct liability for his own tortious conduct as 

an agent for the company. See, e.g., TecLogistics, Inc. v. Dresser-Rand 

Grp., 527 S.W.3d 589, 598 (Tex. App.—Houston [14th Dist.] 2017, no 

pet.) (holding that Section 21.223 applied where the defendant 

shareholder “was the human agent through which [the company] 

committed actual fraud against” its contractual obligee). We granted 

Keyes and Nadeau’s petition for review to address this split. 

3 Weller and IntegriTech did not complain on appeal about the portion 

of the judgment disposing of the Texas Securities Act claim. 
7

II. Discussion

We begin with a discussion of the development of the law 

regarding personal liability for corporate obligations and the related but 

distinct issue of personal liability for tortious conduct in which an 

individual engages as a corporate agent.

A. Piercing the Corporate Veil

Under longstanding Texas common law, corporate shareholders, 

officers, and directors are generally shielded from liability for corporate 

obligations. Willis v. Donnelly, 199 S.W.3d 262, 271 (Tex. 2006). But 

“courts will disregard the corporate fiction”—i.e., pierce the corporate 

veil—and hold such agents individually liable for those corporate 

obligations when the agents “abuse the corporate privilege.” Id. A 

veil-piercing doctrine is not a substantive cause of action but “a method 

to impose personal liability on shareholders and corporate officers who 

would otherwise be shielded from liability for corporate debts.” 

Shandong Yinguang Chem. Indus. Joint Stock Co. v. Potter, 607 F.3d 

1029, 1035 (5th Cir. 2010) (applying Texas law); see also Cox v. 

S. Garrett, L.L.C., 245 S.W.3d 574, 582 (Tex. App.—Houston [1st Dist.] 

2007, no pet.).

Two oft-invoked common-law veil-piercing theories are (1) alter 

ego, which is triggered “when there is such unity between corporation 

and individual that the separateness of the corporation has ceased”; and 

(2) when the corporate form is used as “a sham to perpetrate a fraud.” 

Castleberry v. Branscum, 721 S.W.2d 270, 271 (Tex. 1986). As to the 

latter, in Castleberry this Court concluded that to prove there has been 

a sham to perpetrate a fraud, and thereby pierce the corporate veil, a 
8

claimant need not show “actual fraud” (defined as “dishonesty of purpose 

or intent to deceive”) but may show “only constructive fraud.”4 Id. at 

273. That holding corresponded with the Court’s “flexible fact-specific 

approach” to veil piercing “focusing on equity.” Id. 

The Legislature responded in 1989 by amending Article 2.21 of 

the Texas Business Corporation Act—the predecessor to the Business 

Organizations Code provisions at issue—which took “a stricter approach 

to disregarding the corporate structure.” SSP Partners v. Gladstrong 

Invs. (USA) Corp., 275 S.W.3d 444, 455 (Tex. 2008). Article 2.21 

insulated shareholders5 from liability with respect to “any contractual 

obligation of the corporation on the basis of actual or constructive fraud, 

or a sham to perpetrate a fraud, unless [the shareholder] caused the 

corporation to be used for the purpose of perpetrating and did perpetrate 

an actual fraud on the obligee primarily for the direct personal benefit 

of the [shareholder].” Act of May 16, 1989, 71st Leg., R.S., ch. 217, § 1, 

1989 Tex. Gen. Laws 974, 974 (amended 1993, 1997; recodified 2003).

The statute also wholly foreclosed shareholder liability based on the 

corporation’s failure to observe any corporate formality. Id. at 974–75. 

Excepted from the liability limitations were corporate obligations for 

4 We described “constructive fraud” as “the breach of some legal or 

equitable duty which, irrespective of moral guilt, the law declares fraudulent 

because of its tendency to deceive others, to violate confidence, or to injure 

public interests.” Castleberry, 721 S.W.2d at 273.

5 We use “shareholder” to encompass the statute’s applicability to “[a] 

holder of shares, an owner of any beneficial interest in shares, or a subscriber 

for shares whose subscription has been accepted.” TEX. BUS. ORGS. CODE

§ 21.223(a). 
9

which the shareholder had expressly assumed personal liability or was 

otherwise liable by statute. Id. at 975. 

Over the years, Article 2.21’s provisions have been amended, 

expanded, and recodified, and they are now housed in Sections 21.223, 

21.224, and 21.225 of the Business Organizations Code. Though the 

provisions themselves reference only corporations, they apply to limited 

liability companies as well.6 The current version of Section 21.223 

provides in pertinent part:

(a) A holder of shares, an owner of any beneficial interest 

in shares, or a subscriber for shares . . . or any affiliate

of such a holder, owner, or subscriber or of the 

corporation, may not be held liable to the corporation or 

its obligees with respect to:

. . . .

(2) any contractual obligation of the corporation or any 

matter relating to or arising from the obligation on 

the basis that the holder, beneficial owner, 

subscriber, or affiliate is or was the alter ego of the 

corporation or on the basis of actual or constructive 

fraud, a sham to perpetrate a fraud, or other similar 

theory; or

6 The provisions apply to a limited liability company and its “members, 

owners, assignees, affiliates, and subscribers.” TEX. BUS. ORGS. CODE

§ 101.002(a). Further, “a reference to ‘shares’ includes ‘membership interests’;” 

“a reference to ‘holder,’ ‘owner,’ or ‘shareholder’ includes a ‘member’ and an 

‘assignee’;” “a reference to ‘corporation’ or ‘corporate’ includes a ‘limited 

liability company’;” and “a reference to ‘directors’ includes ‘managers’ of a 

manager-managed limited liability company and ‘members’ of a 

member-managed limited liability company.” Id. § 101.002(b)(1)–(4).
10

(3) any obligation of the corporation on the basis of the 

failure of the corporation to observe any corporate 

formality . . . .

(b) Subsection (a)(2) does not prevent or limit the liability 

of a holder, beneficial owner, subscriber, or affiliate if 

the obligee demonstrates that the holder, beneficial 

owner, subscriber, or affiliate caused the corporation to 

be used for the purpose of perpetrating and did 

perpetrate an actual fraud on the obligee primarily for 

the direct personal benefit of the holder, beneficial 

owner, subscriber, or affiliate.

TEX. BUS. ORGS. CODE § 21.223(a)(2)–(3), (b). Section 21.224 confirms 

that liability for an obligation limited by Section 21.223 “is exclusive and 

preempts any other liability imposed for that obligation under common 

law or otherwise.” Id. § 21.224. Section 21.225 carries forward the 

original statute’s exceptions for liability expressly assumed or imposed 

by statute. Id. § 21.225. 

B. Liability of Corporate Agents for Tortious Conduct

Independent of the “vicarious” liability that may be imposed on 

corporate shareholders and officers based on veil-piercing theories, we 

have also long held that corporate agents are “personally liable for 

[their] own fraudulent or tortious acts” “even though they were acting 

on behalf of the corporation.” Miller, 90 S.W.3d at 717 (citing Weitzel v. 

Barnes, 691 S.W.2d 598, 601 (Tex. 1985); Leyendecker & Assocs. v. 

Wechter, 683 S.W.2d 369, 375 (Tex. 1984)); see also Walker v. F.D.I.C., 

970 F.2d 114, 122 (5th Cir. 1992) (applying Texas law) (“If a corporate 

officer knowingly participates in a tortious act, there is no need to pierce 

the corporate veil in order to impose personal liability.”). Leyendecker, 

for example, involved a dispute between a subdivision developer and the 
11

Wechters, to whom the developer sold a townhouse. 683 S.W.2d at 371. 

The Wechters sued the developer under the Deceptive Trade Practices 

Act and asserted a libel claim against both the developer and its 

employee, Chris Hilliard, premised on Hilliard’s sending a letter to 

multiple recipients falsely accusing the Wechters of having asked the 

developer to make fraudulent insurance claims. Id. at 371–72. The trial 

court rendered judgment holding the developer and Hilliard jointly and 

severally liable for damages on the libel claim. Id. at 372. In this Court, 

Hilliard argued that he could not be held liable for a tort committed 

while acting within the scope of his employment. Id. at 375. We rejected 

that argument, holding that “[a] corporation’s employee is personally 

liable for tortious acts which he directs or participates in during his 

employment.” Id.7 

Reaffirming this principle in Miller,8 we also cited with approval 

a Restatement provision on agency that provides: “An agent who 

fraudulently makes representations, uses duress, or knowingly assists 

in the commission of tortious fraud or duress by his principal or by 

others is subject to liability in tort to the injured person although the 

7 In the negligence context, a corporate officer’s or agent’s “individual 

liability arises only when the officer or agent owes an independent duty of 

reasonable care to the injured party apart from the employer’s duty.” Leitch v. 

Hornsby, 935 S.W.2d 114, 117 (Tex. 1996). For example, an employee who 

negligently causes a car accident while driving within the scope of his 

employment is subject to liability along with the employer. Id. 

8 Keyes and Nadeau note that Miller involved an analysis of a corporate 

owner’s liability under a separate statute, the DTPA. Nevertheless, Miller

expressly recognized the “longstanding rule that a corporate agent is 

personally liable for his own fraudulent or tortious acts.” 90 S.W.3d at 717.
12

fraud or duress occurs in a transaction on behalf of the principal.” 

RESTATEMENT (SECOND) OF AGENCY § 348 (AM. L. INST. 1958), cited in

Miller, 90 S.W.3d at 717 n.29. And just two terms ago, we yet again 

made clear that “the fact that an individual was acting in a corporate 

capacity,” i.e., “acting as an agent, employee, or representative of a 

corporation,” “does not prevent the individual from being held 

personally—or ‘individually’—liable for the harm caused by those acts.” 

Transcor Astra Grp. S.A. v. Petrobras Am., Inc., 650 S.W.3d 462, 478 

(Tex. 2022), cert. denied, 143 S. Ct. 2493 (2023). 

C. Scope of Statutory Protections

Here, we are asked what effect, if any, the provisions of the 

Business Organizations Code discussed above have on this longstanding 

common-law principle. On this issue, the courts of appeals and federal 

district courts are divided. As noted, a majority have held, consistent 

with the court of appeals’ decision in this case, that Section 21.223

applies only “to veil piercing theories (for both contract and related tort 

claims), . . . not to direct liability claims for an individual’s own tortious 

conduct.” Bates Energy Oil & Gas v. Complete Oilfield Servs., 361 F. 

Supp. 3d 633, 672–73 (W.D. Tex. 2019).9 Others hold, however, that the 

statute applies to liability for all tort claims if the claims arise from or 

9 See also 684 S.W.3d at 501; Texienne Oncology Ctrs., PLLC v. Chon, 

No. 09-19-00356-CV, 2021 WL 4994622, at *7 (Tex. App.—Beaumont Oct. 28, 

2021, pet. denied); Clements v. HLF Funding, No. 05-19-01295-CV, 2021 WL 

3196962, at *10 (Tex. App.—Dallas July 28, 2021, pet. denied); Spicer v. Maxus 

Healthcare Partners, 616 S.W.3d 59, 117–19 (Tex. App.—Fort Worth 2020, no 

pet.); Kingston v. Helm, 82 S.W.3d 755, 764–67 (Tex. App.—Corpus Christi–

Edinburg 2002, pet. denied); In re Technicool Sys., Inc., 594 B.R. 663, 671–72 

(Bankr. S.D. Tex. 2018).
13

relate to a corporate obligation. E.g., TecLogistics, 527 S.W.3d at 591.10 

Under that reasoning, shareholder liability for such claims—even if 

arising from the shareholder’s own tortious conduct—is barred unless 

the shareholder “caused the corporation to be used for the purpose of 

perpetrating and did perpetrate an actual fraud on the obligee primarily 

for the direct personal benefit of the holder.” TEX. BUS. ORGS. CODE

§ 21.223(b). For the reasons discussed below, we hold that 

Section 21.223 does not apply to, and thus does not limit liability for, 

claims against corporate shareholders and officers premised on their 

alleged tortious conduct as agents of the company.11

We begin with familiar principles of statutory interpretation, 

which require us to look to the statute’s plain language and to analyze 

that language contextually and in light of the statute as a whole. CHCA 

Woman’s Hosp. L.P. v. Lidji, 403 S.W.3d 228, 231–32 (Tex. 2013). 

According to the statute’s language, the following questions determine 

whether the general nonliability rule of Section 21.223(a)(2) applies: 

(1) is the plaintiff a corporation or LLC or its obligee, and is the 

10 See also Tex.-Ohio Gas, Inc. v. Mecom, 28 S.W.3d 129, 137 (Tex. 

App.—Texarkana 2000, no pet.); R.P. Small Corp. v. Land Dep’t, Inc., 505 F. 

Supp. 3d 681, 698–99 (S.D. Tex. 2020); Saeed v. Bennett-Fouch Assocs., 

No. 3:11-CV-01134-F, 2012 WL 13026741, at *3 (N.D. Tex. Aug. 26, 2012).

11 A shareholder or LLC member is not a corporate agent or 

representative merely by virtue of being a shareholder or member. But often, 

particularly in small businesses, shareholders and members also serve as 

officers or managers of the company. It is those shareholders and members 

who may act as corporate agents and, in doing so, are not protected by 

Section 21.223 for their own tortious conduct as agents. 
14

defendant a shareholder in the entity12 or an affiliate of such a 

shareholder or of the entity; and (2) does the plaintiff’s claim (a) seek to 

recover for a contractual obligation of the entity or a matter relating to 

or arising from such an obligation and (b) seek to hold the defendant 

liable for that recovery on the basis of alter ego, actual or constructive 

fraud, a sham to perpetrate a fraud, or other similar theory? See TEX.

BUS. ORGS. CODE § 21.223(a)(2). If all these requirements are met, the 

nonliability rule applies unless the plaintiff establishes the exception in 

Section 21.223(b).13

Another part of statutory context is statutory history—“the 

statutes repealed or amended by the statute under consideration.” 

Brown v. City of Houston, 660 S.W.3d 749, 755 (Tex. 2023); see id.

(“Statutory history concerns how the law changed, which can help clarify 

what the law means.” (emphasis omitted)). When Article 2.21 was 

amended in 1989, close on the heels of Castleberry’s emphasis on a 

“flexible” approach to veil piercing, 721 S.W.2d at 273, it applied only to 

efforts to impose liability on shareholders with respect to “any 

contractual obligation of the corporation” based on “actual or 

constructive fraud,” “a sham to perpetrate a fraud,” or “failure of the 

12 Again, we use “shareholder” to encompass the statute’s applicability 

to “[a] holder of shares, an owner of any beneficial interest in shares, or a 

subscriber for shares whose subscription has been accepted,” TEX. BUS. ORGS.

CODE § 21.223(a), as well as a member of a limited liability company, id.

§ 101.002(a).

13 Section 21.225, which contains additional exceptions from the 

liability limits in Sections 21.223 and 21.224 when a person assumes, 

guarantees, or agrees to be personally liable for the obligation or is otherwise 

statutorily liable, is not at issue here. Id. § 21.225.
15

corporation to observe any corporate formality.” Act of May 16, 1989, 

71st Leg., R.S., ch. 217, § 1, 1989 Tex. Gen. Laws 974, 974. The statute 

thus acted directly on specific veil-piercing theories that, at common 

law, were methods to impose shareholder liability for corporate 

contractual obligations despite shareholders’ general protection with 

respect to such obligations. And it contained the same exceptions to the 

liability restriction that remain in the current version: (1) the holder 

used the corporation to perpetrate an actual fraud on the obligee 

primarily for the holder’s direct personal benefit; (2) the holder 

expressly assumed personal liability for the obligation; and (3) the 

holder was otherwise liable by statute. Id.

In 1993, the Act was amended to incorporate additional 

veil-piercing theories, adding “alter ego” and the catch-all “or other 

similar theory” to the list of enumerated bases on which shareholder 

liability for corporate contractual obligations was restricted. Act of 

May 10, 1993, 73d Leg., R.S., ch. 215, § 2.05, 1993 Tex. Gen. Laws 418, 

446.14 In 1997, the Legislature amended the Act to apply not just to 

liability for “any contractual obligation of the corporation” but also to 

liability for “any matter relating to or arising from the obligation.” Act 

of May 16, 1997, 75th Leg., R.S., ch. 375, § 7, 1997 Tex. Gen. Laws 1516, 

1522. The Legislature also added “affiliate[s]” of the shareholder and 

the corporation to the class of persons protected by the statute. Id.

14 The 1993 amendment also added the preemption provision, stating 

that when liability is limited by the statute, such liability “is exclusive and 

preempts any other liability imposed [for the covered obligation] under 

common law or otherwise.” 
16

The statutory history and language confirm that the statute’s 

focus has always been, and continues to be, on the liability of 

shareholders for matters relating to corporate contractual obligations—

not the liability of corporate agents for their own misconduct. TEX. BUS.

ORGS. CODE § 21.223(a)(2) (protecting shareholders from liability with 

respect to “any contractual obligation of the corporation or any matter 

relating to or arising from the obligation” (emphases added)). Further, 

the statute applies to shareholder liability for those obligations “on the 

basis that the holder . . . is or was the alter ego of the corporation or on 

the basis of actual or constructive fraud, a sham to perpetrate a fraud, 

or other similar theory.” Id.15 The statute simply does not address the 

individual liability of corporate agents for their own tortious acts. And 

again, we have repeatedly and recently confirmed that corporate agents 

may be held liable for such conduct. Transcor, 650 S.W.3d at 479.

In sum, we do not understand Section 21.223 to shield a corporate 

agent who commits tortious conduct from direct liability “merely 

because the officer or agent also possesses an ownership interest in the 

corporation.” Kingston, 82 S.W.3d at 765. Accordingly, we hold that 

Section 21.223 has no effect on the independent common-law principle 

15 Because Weller and IntegriTech do not seek to hold a shareholder 

directly liable for his conduct as a shareholder, we need not address the 

applicability of Section 21.223(a)(2) in such cases. In particular, we do not 

decide whether this statute applies to non-veil-piercing theories of liability or 

whether a particular direct-liability tort claim would impose liability “with 

respect to . . . [a] contractual obligation of the corporation or [a] matter relating 

to or arising from the obligation.” TEX. BUS. ORGS. CODE § 21.223(a)(2).
17

that corporate agents who direct or engage in tortious conduct are 

personally liable for that conduct.

D. Application

In this case, Weller and IntegriTech allege that Keyes and 

Nadeau personally made false “representations and 

commitments . . . regarding incentive compensation for revenue 

generated” by Weller and “allowed Weller to commence with his 

employment knowing that he believed the pre-employment terms to be 

in effect because they had told him that this was so.” Further, Keyes 

and Nadeau allegedly “accepted the benefit of Weller’s knowledge and 

connections knowing that they did not intend to perform on the 

agreement.” Whether the record supports those allegations is beyond 

the scope of Keyes and Nadeau’s motion for partial summary judgment 

and thus beyond the scope of our review. McConnell v. Southside Indep. 

Sch. Dist., 858 S.W.2d 337, 341 (Tex. 1993) (holding that a motion for 

summary judgment “must stand or fall on the grounds expressly 

presented in the motion”). 

Rather, the only ground on which summary judgment was sought 

on the fraud claims was that Section 21.223 bars the claims against 

Keyes and Nadeau individually because all the alleged acts and 

omissions “were performed in their capacities as authorized agents” of 

MonoCoque. In turn, Keyes and Nadeau maintain that they are 

protected from liability absent evidence that they acted “primarily for 

the[ir] direct personal benefit.” TEX. BUS. ORGS. CODE § 21.223(b) 

(excepting from the statute’s protections a shareholder or affiliate who 

“caused the corporation to be used for the purpose of perpetrating and 
18

did perpetrate an actual fraud on the obligee primarily for the direct 

personal benefit of the holder, beneficial owner, subscriber, or affiliate”). 

As discussed, the undisputed fact that Keyes and Nadeau made 

the alleged misrepresentations in their “corporate capacity” does not 

insulate them from liability under the common law. Transcor, 650 

S.W.3d at 479. And Section 21.223 does not limit the liability of 

corporate agents for their own fraudulent or tortious conduct merely 

because they are also shareholders or members. Accordingly, the 

absence of evidence that Keyes and Nadeau perpetrated a fraud for their 

“direct personal benefit” is not fatal to the plaintiffs’ claims, which 

involve acts allegedly committed as corporate agents, not as owners.

Our holding does not mean that Weller and IntegriTech should 

prevail on their fraud claims or even that the record evidence is 

sufficient to raise a genuine issue of material fact on the elements of 

those claims; again, those issues are beyond the scope of our review. 

However, it does mean that Keyes and Nadeau are not entitled to 

summary judgment on the only ground they asserted.

III. Conclusion

We hold that the trial court erred in granting summary judgment 

on the fraud claims against Keyes and Nadeau and that the court of 

appeals correctly reversed that judgment. Accordingly, we affirm the 

court of appeals’ judgment and remand the case to the trial court. 

 

 Debra H. Lehrmann

 Justice

OPINION DELIVERED: June 28, 2024