The Texas Fifteenth Court of Appeals has issued an important decision addressing the application of attorney immunity to in-house counsel who participate in corporate decision-making. In In re Jackson, No. 15-25-00235-CV, 2026 WL 2035183 (Tex. App.—15th Dist. July 14, 2026, orig. proceeding), the court conditionally granted mandamus relief in a dispute arising from the termination of a corporate CEO. The court directed the Texas Business Court to dismiss the tortious interference claim against the general counsel of the company’s corporate parent. The underlying employment dispute involved approximately $350 million. The court held that advising a company regarding the termination of its chief executive officer was the kind of conduct corporate attorneys ordinarily undertake in discharging their professional duties and was therefore protected by Texas’s attorney-immunity doctrine.

The decision is particularly significant for in-house lawyers whose responsibilities often include a combination of legal, strategic, and business advice. Although the court did not announce categorical immunity for every action undertaken by an attorney working within a corporate organization, it rejected an attempt to avoid immunity by characterizing advice concerning a high-stakes employment decision as merely “business” conduct.

Factual Background

Norman Thomas Barras, Jr. served as the chief executive officer of The Reynolds and Reynolds Company. Under an amended employment agreement, Barras had a ten-year term of employment. Reynolds retained the right to terminate him at any time but the financial consequences depended on whether the termination was for cause. According to Barras, a termination without cause would have entitled him to compensation for the remaining term of the agreement, which he valued at approximately $350 million. A termination for cause, by contrast, entitled him only to accrued benefits. In May 2025, outside counsel informed Barras that Reynolds was terminating him for cause. The termination letter stated that outside counsel had investigated several financing transactions and that the Reynolds board had determined Barras materially breached his employment agreement, misappropriated assets or business opportunities, and potentially engaged in embezzlement or fraud. The letter copied Frank Jackson as “General Counsel of the Company.”

Barras sued Reynolds for breach of contract. He also asserted tortious-interference claims against Jackson and Dorothy Brockman whom Barras alleged exercised control over Reynolds and its affiliated entities. Jackson moved to dismiss the claim against him under Texas Rule of Civil Procedure 91a, arguing that attorney immunity barred the claim because it was based on legal advice concerning Barras’s termination. Before responding to the motion to dismiss, Barras amended his petition to remove references to Jackson as general counsel and described him instead as a “business advisor.” Barras’s amended pleading also alleged that Jackson had become involved in company investments, operations, technology, and product management. The Business Court denied Jackson’s motion to dismiss. Jackson then sought mandamus relief from the Fifteenth Court of Appeals.

The Court’s Reasoning

The court of appeals concluded that the Business Court abused its discretion by refusing to dismiss the claim. Texas attorney immunity generally protects an attorney from civil liability to a nonclient for conduct undertaken within the scope of legal representation provided the conduct is the kind attorneys engage in when discharging professional duties to a client. The doctrine focuses on the nature of the attorney’s conduct rather than whether the conduct was allegedly wrongful, self-interested, fraudulent, or even criminal. The court framed the central question accordingly: Was advising the company concerning the termination of its CEO the kind of conduct corporate attorneys and general counsel perform as part of their professional responsibilities? The court answered that question in the affirmative. The majority emphasized that because Reynolds faced potential liability of approximately $350 million depending on whether Barras’s termination qualified as a termination for cause, it was reasonable for the company to seek legal advice. Advice concerning the investigation, the employment agreement, and the legal consequences of terminating the CEO was therefore the kind of conduct corporate counsel would be expected to perform.

Additionally, the court rejected Barras’s effort to distinguish between Jackson’s legal and business roles. Although Barras identified several activities that could be characterized as nonlegal, such as attending strategic meetings and participating in discussions involving investments and management, none of those activities formed the basis of the tortious-interference claim. The only claim asserted against Jackson concerned his alleged role in Barras’s termination. The court explained that allegations that an attorney performed unrelated business functions do not establish that the conduct giving rise to the plaintiff’s claim was nonlegal. The court therefore held that Barras’s claim against Jackson must be dismissed because Barras did not plead facts showing that the conduct underlying his claim fell outside the kind of work protected by attorney immunity.

Key Takeaways

In re Jackson recognizes the practical realities of modern corporate practice. General counsel advise companies facing decisions with legal, financial, and strategic consequences, often all at once. While this decision does not protect every act performed by an in-house lawyer, it does make clear that a plaintiff cannot avoid attorney immunity merely by relabeling legal advice as business advice or by pointing to unrelated business activities performed by the attorney. For Texas companies and their counsel, the central takeaway is that courts will focus on the conduct actually underlying the claim. Where that conduct consists of advising a client in an adversarial, high-stakes legal matter, attorney immunity may bar a plaintiff’s claim at the pleading stage.

Farnaz Alms is an attorney in Kean Miller’s Offshore Energy & Marine group, based in the firm’s Houston office. A seasoned state and federal court litigator, she guides clients through complex offshore disputes, including maritime and admiralty matters, securities litigation, toxic tort claims, and general commercial litigation, from the initial pleadings through discovery, depositions, and trial. Known for her skill in drafting persuasive, well-supported motions, Farnaz helps clients position their cases for success at every stage of litigation.