This resource center from Hanshaw Kennedy Hafen, a business and litigation law firm in Frisco, Texas, gives North Texas business owners plain-language answers on contracts, partnerships, non-competes, healthcare law, OSHA and business disputes. Use it to understand your situation before you call, and to find the right court or agency when you need one.
On this page: Find your issue · Quick answers · Glossary · Courts and agencies · Checklists
Find Your Issue
Eight areas we handle for North Texas businesses. Each one has a short answer, the practice page, and our newest articles on the topic.
Business law covers how a company is formed, run and sold: entity choice, company agreements, contracts, transactions and the questions that come up in between. We serve as outside counsel to companies across Collin, Denton, Dallas and Tarrant counties, so owners get answers before small issues become disputes.
Business litigation is the process of resolving a commercial dispute through the courts or arbitration, from the demand letter through trial and appeal. Our trial lawyers handle contract, fraud, fiduciary duty and unfair competition cases in North Texas state and federal courts, including the Texas Business Court.
Ownership disputes arise when partners, LLC members or shareholders disagree about money, control or an exit, and the company agreement does not settle it. We represent owners on both sides of buyouts, deadlocks, wrongful exclusions and breach of fiduciary duty claims under the Texas Business Organizations Code.
A Texas non-compete is enforceable only if it is part of an otherwise enforceable agreement, supported by consideration such as confidential information, and limited to a reasonable time, area and scope of activity. We draft and enforce them for employers, and challenge them for employees and the companies that hire them.
Employment contracts set the terms between a company and the people it hires: pay, duties, confidentiality, restrictive covenants and what happens at separation. We draft, review and negotiate employment, executive and severance agreements for employers and employees across North Texas.
Healthcare law for providers covers practice structure, physician and group contracts, compliance with HIPAA, the Stark Law and the Anti-Kickback Statute, and payment disputes with insurers. We advise physician groups and medical practices across North Texas and litigate when a dispute cannot be resolved.
Federal OSHA regulates workplace safety for private employers in Texas, inspects job sites and issues citations that must be contested within 15 working days. We represent employers during inspections, in citation contests before the Review Commission and in accident investigations.
A catastrophic injury is one that permanently changes a person's ability to work or live independently, such as a traumatic brain injury, spinal cord injury, severe burn or amputation. We represent injured people and their families in Collin, Denton, Dallas and Tarrant counties from the investigation through trial.
Questions North Texas Business Owners Ask
Short answers to the questions we hear most. Each one links to a longer article where we have written one.
How long does a business lawsuit take in Texas?
Most contested business cases in North Texas take 12 to 24 months to reach trial, and many settle before then. Timing depends on the court's docket, how much discovery the case needs, and whether it qualifies for the Texas Business Court, which runs on a tighter schedule.
What should I do first if my business is sued?
Write down the date you were served. In Texas state court the answer is generally due by 10:00 a.m. on the Monday after 20 days have passed, and missing it risks a default judgment. Preserve your documents, do not contact the other side directly, and get the petition to a lawyer the same week.
Is my non-compete enforceable in Texas?
Only if it is part of an otherwise enforceable agreement, supported by consideration such as access to confidential information or specialized training, and reasonable in time, geography and scope. A court can reform an overbroad non-compete instead of throwing it out, but it will not award damages for the period before reformation.
What is a breach of contract under Texas law?
A breach of contract claim requires a valid contract, performance or tendered performance by the party suing, a breach by the other party, and damages caused by the breach. Texas lets the winning party recover attorney's fees in most breach of contract cases.
Can a partner be removed from a Texas LLC?
Only if the company agreement provides a process for it or the members agree. Texas law does not give members a default right to expel another member, which is why the company agreement matters more than the statute.
What happens when business partners cannot resolve a dispute?
Start with the company agreement. It usually controls voting, buyouts and deadlock. If it is silent, the options are a negotiated buyout, mediation, a court-appointed receiver or, in some cases, a suit for breach of fiduciary duty or a judicial winding up of the company.
Does my dispute belong in the Texas Business Court?
The Texas Business Court hears certain complex commercial disputes, generally with at least $5 million in controversy and with no minimum for cases involving publicly traded companies, including disputes over ownership, governance, fiduciary duties and qualified transactions. Collin, Dallas and Rockwall county cases go to the First Division; Denton and Tarrant county cases go to the Eighth Division.
What happens after an OSHA citation?
You have 15 working days from receipt to contest the citation in writing, request an informal conference with the area office, or pay the penalty and correct the hazard. Missing the deadline makes the citation a final order that cannot be appealed.
What should I do when an OSHA inspector shows up?
Ask for credentials and the reason for the visit, decide whether to consent or require a warrant, assign a company representative to walk with the inspector, and document everything the inspector sees and photographs. Employees have the right to speak with the inspector privately.
What counts as a trade secret in Texas?
Under the Texas Uniform Trade Secrets Act, a trade secret is information that has independent economic value because it is not generally known, and that the owner takes reasonable measures to keep secret. Customer lists, pricing, formulas and processes can qualify if they are actually protected.
Should my Texas business be an LLC or an S corporation?
An LLC is a legal entity formed with the Texas Secretary of State. An S corporation is a federal tax election that an LLC or a corporation can make. Most small businesses start as an LLC and consider the S election once profits are high enough for the payroll tax savings to matter.
What should be in a Texas LLC company agreement?
At minimum: ownership percentages, capital contributions, voting and management, distributions, transfer restrictions, buyout terms, and what happens on death, divorce, disability or deadlock. Texas gives owners wide freedom of contract, so a thin agreement leaves the statute's defaults in charge.
Can I sue for fraud after signing a release?
Sometimes. A clear release that disclaims reliance on the other side's statements usually bars a later fraud claim, while a general release may not. The specific language controls, so have the release read before you sign it.
What should every North Texas business keep in its legal file?
Formation documents and the company agreement, contracts with customers, vendors and employees, leases, insurance policies, licenses and permits, trademark and other IP registrations, and company minutes, all in one place where an owner can find them in a day.
What is a non-subscriber employer in Texas?
Texas does not require private employers to carry workers' compensation insurance. An employer that opts out is a non-subscriber and gives up certain defenses if an employee sues over a workplace injury, which is why non-subscribers need a strong safety program and careful documentation.
Texas Business Law Glossary
Forty terms you will meet in contracts, court filings and conversations with lawyers, defined the way we would explain them across a table.
- Anti-Kickback Statute
- A federal law that prohibits paying or receiving anything of value to induce referrals for services paid by Medicare, Medicaid or other federal programs. It reaches physician compensation, leases and marketing arrangements, and violations can be criminal. Related page
- Arbitration
- A private process in which one or more arbitrators, rather than a judge or jury, decide a dispute. It is binding when the parties agreed to it in a contract, and the grounds for a court to overturn an award are narrow.
- Breach of contract
- A failure to perform a duty the contract requires without a legal excuse. In Texas the claim requires a valid contract, performance by the party suing, a breach by the other party, and resulting damages. Related page
- Breach of fiduciary duty
- A claim that someone who owed duties of loyalty and care, such as a partner, managing member, officer or trustee, put their own interests ahead of the person or company they served. Partners in a Texas partnership owe each other these duties by law; LLC members owe them when the company agreement or the circumstances create them. Related page
- Business divorce
- The informal name for the separation of co-owners of a company, whether by buyout, sale, split of the business or court proceeding. It usually turns on the company agreement and on valuing the departing owner's interest. Related page
- Buy-sell agreement
- A contract among owners that sets when and how an owner's interest can or must be bought, at what price, and by whom. It is often triggered by death, disability, divorce, retirement or a dispute.
- Company agreement
- The governing document of a Texas limited liability company, called an operating agreement in most other states. It controls ownership, management, voting, distributions and exits, and overrides most default rules in the Texas Business Organizations Code. Related page
- Consideration
- Something of value each side gives or promises in exchange for the other's promise. Without it a contract generally cannot be enforced, and for non-competes Texas requires consideration that gives rise to the employer's interest, such as confidential information.
- Covenant not to compete
- A promise, usually by an employee, seller or departing owner, not to compete with a business for a set time in a set area. Texas enforces these only under the Covenants Not to Compete Act, which requires a reasonable time, area and scope. Related page
- Deadlock
- A stalemate among owners or managers with equal power, often in a 50/50 company, that prevents the business from making decisions. Company agreements can plan for it with tie-breakers, buyout rights or dissolution triggers.
- Declaratory judgment
- A court ruling that states the parties' rights under a contract or statute without ordering anyone to pay damages. It is common where a business wants to know whether a non-compete or other provision is enforceable before acting.
- Derivative suit
- A lawsuit brought by an owner on behalf of the company, rather than for the owner personally, usually against insiders accused of harming it. Any recovery goes to the company.
- Discovery
- The phase of a lawsuit in which each side obtains documents, written answers and sworn testimony from the other. In business cases it is usually the longest and most expensive phase. Related page
- Deceptive Trade Practices Act (DTPA)
- The Texas consumer protection statute that allows claims for false, misleading or deceptive business practices. Many business-to-business transactions above $500,000, and most where the buyer had its own lawyer, are exempt.
- Force majeure
- A contract clause that excuses performance when an extraordinary event outside the parties' control, such as a natural disaster or government order, makes performance impossible or impracticable. Texas courts read these clauses narrowly, according to their exact words. Related page
- HIPAA
- The federal law that sets privacy and security rules for protected health information held by healthcare providers, health plans and their business associates. Violations bring civil penalties and, in some cases, criminal exposure. Related page
- Indemnification
- A contract promise by one party to cover losses, claims or legal costs that the other party suffers, often from third-party claims. In Texas, a clause that shifts the cost of a party's own negligence must be conspicuous and expressly stated to be enforced.
- Injunction
- A court order requiring someone to do or stop doing something. A temporary restraining order can issue within days, a temporary injunction holds the status quo until trial, and a permanent injunction follows a final judgment. Non-compete and trade secret cases often turn on them. Related page
- Limitation of liability
- A clause that caps the damages one party can recover from the other, or excludes certain kinds of damages such as lost profits. Texas enforces these clauses in most commercial contracts between businesses. Related page
- Liquidated damages
- A fixed amount the contract says one party must pay if it breaches. Texas enforces the clause only if actual damages would have been hard to estimate when the contract was signed and the amount is a reasonable forecast, not a penalty.
- Mediation
- A settlement meeting led by a neutral mediator who helps the parties negotiate but cannot impose a result. Most North Texas courts order it before trial, and most business cases that settle do so at or soon after mediation.
- Non-disclosure agreement (NDA)
- A contract that requires one or both parties to keep certain information confidential and to use it only for a stated purpose. It is the foundation for protecting trade secrets and for supporting a non-compete. Related page
- Non-solicitation agreement
- A promise not to solicit a company's customers or employees for a set period after leaving. Texas treats it as a restraint on trade, so it must meet the same reasonableness requirements as a non-compete. Related page
- Non-subscriber employer
- A Texas private employer that has chosen not to carry workers' compensation insurance. Non-subscribers can be sued by injured employees and lose the defenses of contributory negligence, assumption of the risk and fellow-servant negligence. Related page
- OSHA citation
- A written notice from the Occupational Safety and Health Administration alleging a violation of a safety standard, with a proposed penalty and a deadline to correct it. An employer has 15 working days to contest it. Related page
- Piercing the corporate veil
- Holding an owner personally liable for a company's debts despite the limited liability the entity normally provides. In Texas it generally requires actual fraud for the owner's direct personal benefit, not just thin capitalization or sloppy records.
- Pro hac vice
- Permission for a lawyer licensed in another state to appear in a Texas court for one case, usually with a Texas-licensed lawyer associated as local counsel.
- Receivership
- A court appointment of a neutral person to take control of a company or its assets while a dispute is resolved. Texas courts use it when owners are deadlocked or when assets are at risk of being wasted.
- Release
- A contract term giving up the right to sue over known, and sometimes unknown, claims. Whether a release bars a later fraud claim depends on whether it clearly disclaims reliance on the other side's statements. Related page
- Specific performance
- A court order requiring a party to perform the contract rather than pay damages. Texas courts grant it when money would not be an adequate remedy, as with the sale of a unique asset or business.
- Stark Law
- The federal physician self-referral law. It prohibits a physician from referring Medicare patients for certain designated health services to an entity the physician or an immediate family member has a financial relationship with, unless an exception applies. Liability does not require intent. Related page
- Summary judgment
- A ruling that decides a claim or a whole case without a trial because the key facts are not genuinely disputed. Either side can ask for it, and it is a common turning point in contract cases.
- Texas Business Court
- A statewide trial court, open since September 2024, for complex commercial disputes that generally involve at least $5 million. Cases from Collin, Dallas and Rockwall counties go to its First Division and cases from Denton and Tarrant counties to its Eighth Division. Appeals go to the Fifteenth Court of Appeals. Related page
- Texas Business Organizations Code
- The statute that governs Texas corporations, LLCs, partnerships and other entities: how they are formed, managed, merged and wound up, and what rights owners have when the governing documents are silent. Related page
- Texas Uniform Trade Secrets Act
- The Texas statute that defines trade secrets and provides injunctions, damages and, for willful misappropriation, exemplary damages and attorney's fees. It applies alongside the federal Defend Trade Secrets Act. Related page
- Tortious interference
- A claim that someone intentionally and improperly caused another person to breach a contract or disrupted a business relationship. It often appears alongside non-compete and partnership disputes.
- Trade secret
- Information that has value because it is not generally known and that the owner takes reasonable steps to protect, such as formulas, processes, pricing and customer data. Protection depends on the steps actually taken, not on labeling something confidential. Related page
- Venue
- The county where a lawsuit may be filed. For most business cases in Texas, that is where the events happened, where the defendant lives or has its principal office, or a county the contract selected in advance.
- Willful violation
- An OSHA finding that an employer knew a hazard violated a standard, or showed plain indifference to employee safety, and did not correct it. Willful citations carry the highest penalties and can lead to criminal referral after a fatality. Related page
- Winding up
- The process of closing a company: collecting assets, paying creditors, resolving claims and distributing what is left to the owners. It can be voluntary under the company agreement or ordered by a court.
North Texas Courts and Agencies
Where a business dispute is heard depends on the county, the amount in controversy and the kind of claim. These are the courts and agencies we deal with most, with their official sites.
County courts
- Collin County District Courts and County Courts at Law, McKinney
Civil business cases arising in Collin County, including Frisco, Plano, McKinney and Allen. Filings go through the Collin County District Clerk. collincountytx.gov/courts - Denton County District Courts, Denton
Civil business cases arising in Denton County, including the Denton County side of Frisco, Lewisville, Flower Mound and The Colony. dentoncounty.gov - Dallas County Civil District Courts, Dallas
Civil business cases arising in Dallas County, heard at the George L. Allen Sr. Courts Building downtown. dallascounty.org/government/courts - Tarrant County Civil District Courts, Fort Worth
Civil business cases arising in Tarrant County, including Fort Worth, Arlington and Southlake. tarrantcountytx.gov/en/courts
Texas Business Court and appellate courts
- Texas Business Court, First Division
Complex commercial disputes from Collin, Dallas, Rockwall, Ellis, Fannin, Grayson and Kaufman counties. Its judges sit in McKinney and Dallas. txcourts.gov/businesscourt - Texas Business Court, Eighth Division
Complex commercial disputes from Denton, Tarrant, Parker, Wise, Johnson, Hood and the other counties of the Eighth Administrative Judicial Region. Its judges sit in Fort Worth. txcourts.gov/businesscourt - Fifth Court of Appeals, Dallas
Appeals from the district and county courts of Collin, Dallas, Grayson, Hunt, Kaufman and Rockwall counties. txcourts.gov/5thcoa - Second Court of Appeals, Fort Worth
Appeals from the district and county courts of Denton, Tarrant and ten other North Texas counties. txcourts.gov/2ndcoa - Fifteenth Court of Appeals
A statewide appellate court that hears appeals from the Texas Business Court and cases involving the State of Texas. txcourts.gov/15thcoa - Supreme Court of Texas
The court of last resort for civil cases in Texas, including business and contract disputes. txcourts.gov/supreme
Federal courts
- U.S. District Court, Eastern District of Texas, Sherman Division
Federal cases from Collin and Denton counties, along with Cooke, Delta, Fannin, Grayson, Hopkins and Lamar. Courthouses in Sherman and Plano. txed.uscourts.gov - U.S. District Court, Northern District of Texas, Dallas Division
Federal cases from Dallas, Ellis, Hunt, Johnson, Kaufman, Navarro and Rockwall counties. txnd.uscourts.gov - U.S. District Court, Northern District of Texas, Fort Worth Division
Federal cases from Tarrant, Parker, Wise, Hood, Jack, Palo Pinto, Erath and Comanche counties. txnd.uscourts.gov - U.S. Court of Appeals for the Fifth Circuit
Appeals from the federal district courts in Texas, Louisiana and Mississippi. ca5.uscourts.gov
Agencies
- OSHA Dallas Area Office, Richardson
Inspections and citations for private employers in Collin, Dallas, Rockwall and counties to the east. Informal conferences on citations are held here. osha.gov Texas area offices - OSHA Fort Worth Area Office
Inspections and citations for private employers in Denton, Tarrant and counties to the west. osha.gov Texas area offices - Texas Workforce Commission
Wage claims, unemployment benefit disputes and employment discrimination complaints. twc.texas.gov - Texas Secretary of State, Business and Commercial Section
Formation filings for LLCs and corporations, assumed names, registered agent changes and certificates of fact. sos.state.tx.us - Texas Comptroller of Public Accounts
Franchise tax reports, sales tax permits and the certificates of account status needed to sell or dissolve a company. comptroller.texas.gov - Texas Medical Board
Physician licensing, complaints and disciplinary matters for medical practices. tmb.texas.gov
Checklists You Can Use Today
Short, practical and free. No form to fill out. Print them or keep them with your legal file.
The North Texas Business Legal File Checklist
The documents every company should be able to find in a day, from formation papers to insurance policies, and why each one matters.
Before You Sign: 10 Contract Clauses to Check
The clauses that decide who pays when a deal goes wrong, and the questions to ask about each before you sign.
OSHA Inspection Response Checklist
What to do in the first hour, during the walkaround and in the 15 working days after a citation arrives.
Partnership Dispute: First 10 Steps
How to protect the company, your position and your records when co-owners stop agreeing.
Looking for divorce, custody, estate planning or probate? Those are handled by HKH Family Law at familylawhkh.com.
This page is general information about Texas law, not legal advice for your situation, and reading it does not create an attorney-client relationship. Laws and court rules change; confirm current requirements with a lawyer before acting. Site disclaimer.
Have a question these pages did not answer?
Call 972-731-6500 or use the contact form. We have served North Texas business owners since 2004, and the first conversation is about your situation, not a file number.