On May 4, 2026, Judge Bill Whitehill of the Texas Business Court’s First Division issued a memorandum opinion in Thompson v. Anchor Capital GP LLC, addressing a motion for partial summary judgment involving breach claims under a series of loan documents and an employment agreement. The opinion provides insights for businesses navigating contractual relationships, damages proof, and nonwaiver clauses.
Background of the Dispute
The dispute arose from a business relationship between Jean Christine Thompson, owner and president of Thompson Petroleum Corporation (TPC), and Michael Mann, founder and CEO of Anchor Capital GP LLC, a private equity investment brokerage. Thompson initially loaned Anchor funds secured by a promissory note, security agreement, and Mann’s personal guaranty. Thompson later hired Mann as co-president and chief investment officer of her family office, governed by an employment agreement requiring Mann to obtain Thompson’s written pre-approval before committing any Thompson entity to new alternative investments.
It was undisputed that within weeks of starting employment, Mann committed the family’s holding company to five investments without written pre-approval. The relationship deteriorated, culminating in Mann’s termination. Thompson then exercised her right to access Anchor’s “books and records” under the security agreement, but claimed Anchor failed to comply adequately.
The Court’s Analysis
Interpreting Undefined Phrases — ‘Books and Records’
A central issue involved the undefined phrase “books and records” in the security agreement. The court found no ambiguity and interpreted the phrase by its plain and ordinary meaning. Finding no dictionary definition and determining that statutory definitions were inapt for “common purposes,” the court looked at the complete phrase — “books and records related to the Collateral” — and held that its natural meaning is “those documents that would allow a reasonable person to assess the Collateral’s current value.”
The court found that Anchor produced sufficient evidence to create a genuine issue of fact regarding compliance, having produced over 2,300 pages of documents and sought clarification multiple times on outstanding requests. Summary judgment was therefore denied.
Nonwaiver Clauses and the Written Pre-Approval Requirement
TPC also sought a declaration that Mann was not entitled to incentive compensation because he was fired for cause based on his breach of the employment agreement — investing without prior written approval.
Mann argued he was not fired “for cause” because Thompson had orally approved the investments, effectively waiving the written pre-approval requirement. The court conducted a detailed waiver analysis, noting that while oral approvals might be inconsistent with the written pre-approval requirement for investments, they were not inconsistent with the nonwaiver clause’s separate requirement that all waivers be in writing. The nonwaiver clause provided that “[n]o waiver shall be effective unless it is in writing and signed by the Party making such waiver.”
Citing Shields Ltd. Partnership v. Bradberry, the court held that to establish waiver, Mann needed to show Thompson waived both the written pre-approval requirement for investments and the nonwaiver clause’s writing requirement. Because he failed to produce evidence of the latter, the waiver defense failed, and the court granted TPC’s request for a declaration that Mann was not entitled to incentive compensation.
Key Takeaways
This opinion offers several takeaways for businesses:
- Define key terms. Undefined phrases may lead to disputes. Clear definitions can reduce litigation risk. If parties intend a phrase, such as “books and records,” to carry a statutory definition, that should be specified in the instrument.
- Heed nonwaiver clauses and written requirements. When a contract requires waivers to be in writing, oral conduct alone will typically not suffice to establish waivers. Consider documented approvals when contracts require them, regardless of informal assurances.
- Document compliance thoroughly. Anchor’s extensive document production and follow-up communications helped create fact issues that defeated summary judgment.
Conclusion
The Thompson v. Anchor Capital decision reinforces fundamental contract principles while highlighting the Texas Business Court’s methodical approach to commercial disputes. Businesses should consider reviewing their agreements for undefined terms, ensure compliance is well-documented, and understand the implications of nonwaiver provisions.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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