Business law and commercial disputes
Most commercial disputes trace back to a document somebody drafted quickly, or never drafted at all. We do both halves of the job: the agreements that keep partners aligned, and the litigation when alignment fails.
McMillan & Black advises Texas entrepreneurs, closely held companies, and established businesses across the corporate life cycle — formation, governance, contracting, growth, sale, and — when it comes to it — dissolution or dispute.
Our approach is oriented toward the bottom line rather than the paper. A structure that is elegant on paper but expensive to administer is not a good structure. An indemnity that no counterparty will ever agree to is not a good negotiating position. We try to be direct about which provisions actually change outcomes and which are ornamental.
What we handle
- Entity formation and structuring — LLCs, corporations, partnerships
- Operating agreements, company agreements, and bylaws
- Contract drafting, review, and negotiation
- Partnership, shareholder, and member disputes
- Breach of contract and business tort claims
- Mergers, acquisitions, and business sales
- Employment and independent contractor agreements
- Business succession planning and buy-sell arrangements
- Enforcement and defense of personal guaranties
When partners fall out
Closely held company disputes are their own category. The parties usually know each other well, the operating agreement was signed years ago in a spirit of optimism, and the practical question is not only who is right but who ends up owning the business at the end.
These matters move fastest when the governing documents are clear about valuation, buyout mechanics, and deadlock. When they are not — which is often — the case becomes a fight about implied duties, access to books and records, and whether one side's conduct amounts to a breach. We handle both the litigation and the negotiated exits that resolve most of them.
Frequently asked
General information about Texas law, not legal advice for your situation.
Can I recover attorney's fees in a Texas breach of contract case?
Frequently, yes. Chapter 38 of the Texas Civil Practice and Remedies Code permits recovery of reasonable attorney's fees on certain claims including breach of a written or oral contract, subject to presentment requirements and to who the defendant is — the statute's application to LLCs and partnerships has been the subject of amendment and litigation. Many contracts also contain their own prevailing-party fee clause, which can be broader than the statute. Whether fees are recoverable often determines whether a mid-sized claim is worth bringing at all.
Do I need a lawyer to form an LLC in Texas?
No — you can file a certificate of formation with the Secretary of State yourself, and for a single-member company with no outside capital that is often a reasonable choice. The value of counsel is not the filing; it is the company agreement. Once there is more than one owner, or outside money, or anyone whose contribution is labor rather than cash, the agreement governing what happens when someone wants out is worth considerably more than the formation itself.
My business partner is freezing me out. What can I do?
Start by securing your access to information. Texas law gives members and shareholders statutory rights to inspect books and records, and a written demand is usually the first step — both because you need the documents and because a refusal is itself evidence. From there the options depend on your governing documents: a contractual buyout, a claim for breach of the company agreement or of fiduciary duties owed to the entity, or in some cases receivership or judicial winding up.
What should a company agreement actually cover?
The provisions that matter most are the ones nobody wants to discuss at formation: how the company is valued if someone leaves, what triggers a mandatory buyout, what happens on death or divorce of an owner, how deadlock is broken, whether owners can compete, and what management decisions require unanimity rather than a majority. Capital contributions and profit splits are easy. The exit terms are what get litigated.
Someone signed a personal guaranty — is it enforceable?
Usually, if it is in writing and the terms are clear, but guaranties are strictly construed in Texas and defenses do exist: lack of consideration, material alteration of the underlying obligation without consent, failure of a condition precedent, and statute of limitations among them. Whether you are enforcing one or defending against one, the specific language and the sequence of events around signing tend to decide the case.
Writing on business law
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