When Business Partners Split, the Forum Now Matters
By Hari Nathan Kalyan, Managing Attorney, Warren Kalyan.
Five Key Takeaways
One business divorce, two courtrooms. Abigail Kampmann and Mark Smith are unwinding Principle Auto Group across a Tarrant County jury verdict and a parallel Texas Business Court action, with tens of millions of dollars at stake.
The Business Court is keeping the case. In July 2026, Judge Marialyn Barnard denied Smith's plea to the jurisdiction, plea in abatement, and motion to transfer, confirming the dissolution and fiduciary duty claims stay in the Business Court.
A jury already awarded roughly 20 million dollars. A Tarrant County jury found Kampmann breached the partnership agreement and her fiduciary duty in a separate February 2026 verdict.
The court has reached cruising altitude. Firms tracking the Texas Business Court describe 2026 as the year procedural questions settled and judges began deciding cases on the merits.
The paperwork decides the outcome. Buyout provisions, dissolution triggers, and fiduciary duty language drafted years before the falling out are what these claims actually turn on.
Two partners built an auto dealership group together for more than a decade. Now they are unwinding it in two different courtrooms, with tens of millions of dollars on the line. If you own a Texas business with a partner, this case is worth ten minutes of your time.
A Business Divorce on Two Fronts
Abigail Kampmann and Mark Smith formed Principle Auto Group, LLC in 2014. That entity serves as the general partner of Principle Auto Management, Ltd., which manages car dealerships. The two also jointly own, along with a third partner, a set of related entities formed to hold Mississippi dealerships.
The relationship broke down, and the fallout has been playing out on two fronts. In February 2026, a Tarrant County jury returned a verdict of roughly 20 million dollars in favor of Smith, finding that Kampmann breached the partnership agreement and her fiduciary duty, according to reporting from Law.com and Automotive News.
Meanwhile, Kampmann filed her own action in the Texas Business Court, Fourth Division. She asked the court to declare that the Principle entities must be dissolved, that Smith's February 2026 buyout offer for the Mississippi entities failed to comply with the governing partnership agreements, and that Smith breached his contract and fiduciary duties. She also sought statutory winding up under the Texas Business Organizations Code.
Smith pushed back on the forum itself. He filed a plea to the jurisdiction, a plea in abatement, and an alternative motion to transfer, arguing in substance that the fight did not belong in the Business Court. In a July 2026 decision, Judge Marialyn Barnard denied all three. The business divorce is staying in the Business Court.
Why the Forum Fight Matters
When partners fall out, most people focus on the merits. Who breached? Who gets bought out? At what price? Those questions matter, but sophisticated litigants know the first battle is usually about where the case gets decided.
The Texas Business Court opened its doors on September 1, 2024, as a specialized forum for large commercial disputes. It offers judges selected for business law experience, written opinions that build a predictable body of precedent, and procedures designed for complex cases. For governance fights, fiduciary duty claims, and dissolution disputes involving significant sums, it is quickly becoming the preferred venue in Texas.
Kampmann v. Smith shows the court is willing to keep jurisdiction over the full menu of business divorce claims: declaratory relief on dissolution, buyout compliance disputes, breach of contract, breach of fiduciary duty, and statutory winding up. Early commentary from firms tracking the court, including Vinson and Elkins in its quarterly updates, describes the court as having reached cruising altitude in 2026. The initial procedural questions are largely settled, and the judges are now deciding cases on the merits.
For business owners, that means two things. First, if your dispute is big enough to qualify, expect it to end up in the Business Court whether you like it or not. Second, the court's published opinions are creating a roadmap. We can now tell clients with growing confidence how these judges read partnership agreements, buyout provisions, and fiduciary duty claims.
The Real Lesson Is in the Paperwork
Strip away the procedural fight and the Kampmann case turns on documents the partners signed years ago. The claims rise or fall on what the partnership agreements say about buyout offers, dissolution triggers, and the duties the partners owe one another.
That is the pattern we see in almost every business divorce. The agreement drafted at the honeymoon stage becomes the rulebook for the breakup. A buyout provision that seemed like boilerplate in 2014 becomes the difference between a clean exit and a multiyear, multimillion dollar fight in 2026.
Practical Takeaways for Texas Business Owners
Read your buyout and exit provisions now, not when the relationship sours. Do they specify how price is set, what notice is required, and what happens if an offer does not comply? Kampmann's claim that Smith's buyout offer was noncompliant with the partnership agreements is exactly the kind of dispute a tighter clause can prevent.
Take fiduciary duties seriously while the partnership is alive. The Tarrant County jury put a 20 million dollar price tag on breach of the partnership agreement and fiduciary duty. Partners who control shared entities, sign on behalf of the group, or steer opportunities need to document decisions and deal with conflicts openly.
Think about forum before you file, and before you sign. Whether your dispute lands in the Business Court, a county district court, or arbitration will shape the timeline, the decision maker, and the strategy. Dispute resolution clauses deserve real negotiation, not a copy and paste job.
If a split is coming, move deliberately. Parallel proceedings, like the two tracks in the Kampmann and Smith fight, multiply cost and risk. Early strategy on claims, forum, and settlement posture usually saves multiples of what it costs.
How Warren Kalyan Can Help
Business divorces sit at the center of what we do. Warren Kalyan handles partnership disputes, member and shareholder fights, breach of fiduciary duty claims, and governance battles across Texas and New York, and we draft and negotiate the partnership and company agreements that decide those fights before they start. Because our team works both sides of the line, transactions and litigation, we build agreements with the breakup in mind and we litigate with the documents in hand.
Facing a partnership dispute or thinking about your exit provisions?
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General information only, not legal advice for your specific situation.