The district court granted Prospect's motion and denied the individual defendants' motion in January 2011. Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F.Supp.2d 579, 604 (S.D.Tex.2011). It found that:

ng the reasonable counsel fee incurred by the insured in defending there in its stead."); Verhagen v. Piatt, 61 A.2d 892, 895 (N.J. 1948) ("If a breach of contract is the cause of litigation between the plaintiff and third parties that the defendant had reason to foresee when the contract was made, the plaintiff's reasonable expenditures in such litigation are included in estimating his damages."); see also Am. Home Assur. Co. v. United Space All., LLC, 378 F.3d 482, 490 (5th Cir. 2004) ("[T]he recovery of attorney's fees in such circumstances are appropriately based upon the equitable ground that the claimant was required to defend against litigation as a consequence of the wrongful conduct of the defendant."); Anchor Motor Freight, Inc. v. Int'l Bhd. of Teamsters, Chauffeurs, Warehousemen & Helpers of Am., 700 F.2d 1067, 1072 (6th Cir. 1983) ("The Union is not precluded . . . from recovering costs incurred in defending against an action filed in breach of a covenant not to sue."); Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F. Supp. 2d 579, 595-96 (S.D. Tex. 2011) ("When a covenant not to sue is used offensively in a counterclaim for breach of contract, the counterclaimants' attorneys' fees cannot be considered actual damages, but are incidental costs of litigation."). Because this exception displaces the strong background presumption that parties will carry their own costs in litigation, some courts have also limited these damages to those that arise from an obvious or bad-faith breach of a covenant not to sue (unless there is an indication that the parties intended for the contract to award other damages).

A validly pled fraud claim is an appropriate tort upon which a civil conspiracy claim may be based. Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F.Supp.2d 579, 599 (S.D. Tex. 2011)(citing Newby v. Enron Corp, (In re Enron Corp. Sec., Derivative and ERISA Litig.), 623 F.Supp.2d 798, 810-11 (S.D. Tex. 2009)). However, GlobeRanger's Original Petition does not plead a separate cause of action based on fraud.

Tex. Bus. Orgs.Code§ 153.152(b) (West 2012).See Seidler v. Morgan, 277 S.W.3d 549, 558 n. 5 (Tex.App.-Texarkana 2009, pet. denied); Asshauer v. Wells Fargo Foothill, 263 S.W.3d 468, 474 (Tex.App.-Dallas 2008, pet. denied); Pinebrook Props., Ltd. v. Brookhaven Lake Prop. Owners Ass'n, 77 S.W.3d 487, 499–500 (Tex.App.-Texarkana 2002, pet. denied); Joiner v. Coast Paper & Supply, No. 13–07–00623–CV, 2008 WL 2895851, at *6 n. 10 (Tex.App.-Corpus Christi July 29, 2008, no pet.) (mem. op.); McDaniel v. Houtz, No. 06–05–00077–CV, 2006 WL 3626325, at *1 (Tex.App.-Texarkana Dec. 14, 2006, no pet.) (mem. op.); see also Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F.Supp.2d 579, 602 n. 23 (S.D.Tex.2011); Waller v. DB3 Holdings, Inc., No. 3:07–CV–0491–D, 2008 WL 373155, at *10 (N.D.Tex. Feb. 12, 2008).

At best, these cases can be said merely to be consistent with an implicit conclusion that those same requirements apply. See Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F.Supp.2d 579, 593 n. 11 (S.D.Tex.2011) (Texas law); Adams Offshore Ltd. v. Osa Int'l, LLC, No. H–09–0465, 2011 WL 4625371, at *8, 2011 U.S. Dist. LEXIS 113538, at *25 (S.D.Tex. Sept. 30, 2011) (Texas law); Interplan Architects, Inc. v. C.L. Thomas, Inc., No. 4:08–cv–03181, 2010 WL 4366990, at *52, 2010 U.S. Dist. LEXIS 114306, at *160 (S.D.Tex. Oct. 27, 2010); In re JNS Aviation, LLC, 395 Fed.Appx. 127 (5th Cir.2010) (Texas law).

See Roustan v. Sanderson, No. 02-09-00377-CV, 2011 Tex. App. LEXIS 7827 at *8-9 & n.6 (Tex. App.—Fort Worth Dec. 1, 2011, no pet.) (mem. op.) (citing McCarthy for general proposition that "Texas courts have applied to limited liability corporations the same state law principles for piercing the corporate veil that they have applied to corporations"); Gonzalez v. Lehtinen, No. 13-06-00441-CV, 2008 Tex. App. LEXIS 1889, at *14 n.6 (Tex. App.—Corpus Christi Mar. 13, 2008, pet. denied) (mem. op.) (in context of jurisdictional veil-piercing analysis, citing Pinebrook Properties and McCarthy for general proposition that "[t]he applicability of alter ego doctrine is not limited to business entities which are registered as corporations; it is also possible to 'pierce the corporate veil' of a limited liability company"). See Prospect Energy Corp. v. Dallas Gas Partners, LP, 761 F. Supp. 2d 579, 593 n.11 (S.D. Tex. 2011) (Texas law); Adams Offshore Ltd. v. Osa Int'l, LLC, No. H-09-0465, 2011 U.S. Dist. LEXIS 113538, at *25 (S.D. Tex. Sept. 30, 2011) (Texas law); Interplan Architects, Inc. v. C.L. Thomas, Inc., No. 4:08-cv-03181, 2010 U.S. Dist. LEXIS 114306, at *160 (S.D. Tex. Oct. 27, 2010); In re JNS Aviation, LLC, 395 Fed. Appx. 127 (5th Cir. 2010) (Texas law). In contrast to the decisions on which Shook relies, our independent research has uncovered an out-of-state federal-court decision that squarely addresses whether proof of actual fraud and direct personal benefit is required to pierce the veil of a Texas LLC.