When does an attorney’s conduct cross from protected legal services into unprotected business advice? A recent opinion from the Fifteenth Court of Appeals, In re Frank Jackson, No. 15-25-00235-CV (Tex. App. — 15th Dist. Feb. 23, 2026), addresses this question, offering guidance on the potential boundaries of attorney immunity.
Background: An Employee Sues In-House Counsel
Norman Thomas Barras Jr. filed a lawsuit against The Reynolds and Reynolds Company, alleging that the company breached his employment contract by terminating him from his CEO position for cause. Barras also sued Frank Jackson — general counsel for Reynolds’ parent company — for tortious interference with his employment contract.
Jackson moved to dismiss the tortious interference claim under Texas Rule of Civil Procedure 91a, which permits dismissal of a claim when “no reasonable person could believe the facts pleaded” or when recovery is legally impossible on the face of the pleadings. Jackson primarily argued that recovery was legally impossible because attorney immunity shielded his conduct. The Texas Business Court denied the motion. Jackson then sought mandamus relief from the Fifteenth Court of Appeals.
The Legal Framework: Attorney Immunity in Texas
Under Texas law, attorney immunity protects attorneys from a non-client’s claim when the claim is based on conduct that:
- “[C]onstitutes . . . ‘legal’ services involving the unique office, professional skill, training, and authority of an attorney”;
- Is undertaken “to fulfill the attorney’s duties in representing the client within an adversarial context”;
- Occurs when “the client and the non-client do not share the same interests”; and
- Occurs in a context in which the non-client’s reliance on the attorney’s conduct is not justifiable.1
See Haynes & Boone, LLP v. NFTD, LLC, 631 S.W.3d 65, 78 (Tex. 2021).
The doctrine recognizes that attorneys must be able to represent clients zealously without fear of personal liability for actions taken within the scope of representation.
The Majority: Attorneys Are Immune for Conduct “Relating To” a Tortious Interference Claim
The majority granted Jackson’s motion for temporary relief in part, staying all proceedings against him. The court found it likely that Jackson’s conduct was protected by attorney immunity. While the Court did not explicitly state as much, Barras’ allegations necessitate that (1) the client (Reynolds) and non-client (Barras) did not share the same interests; and (2) the non-client’s reliance on the attorney’s conduct was not justifiable. The questions remaining are: (1) whether Jackson’s conduct constituted uniquely “legal services”; and (2), whether Jackson undertook the conduct to fulfill his duties in representing the client within an adversarial context.
The majority reasoned, without detailed explanation, that Jackson’s challenged conduct — terminating Barras’ employment contract — was uniquely legal. The majority held that any of Jackson’s conduct merely related to tortious interference was protected by attorney immunity “due to the inherently adversarial context in which it occurred.”
The Dissent: Only Strictly Legal Services are Immunized, Even if Related to the Claim
Justice April Farris authored a dissent twice as long as the majority opinion. Citing Barras’ allegations that Jackson “immersed himself” in Reynolds’ operations and acted in non-legal capacities (trustee, director, business strategist), Farris argued that the pleadings raised genuine questions about whether Jackson’s challenged conduct constituted solely “legal services.”
The dissent focused on Barras’ allegation that Jackson influenced Dorothy Brockman — who allegedly controlled Reynolds’ parent company — to push Barras out of the company and install Jackson as CEO in Barras’ place, which Farris viewed as unlikely to be a uniquely legal service if undertaken “in view of a potential appointment as CEO, a role that does not normally include legal representation.”
Rather than hold that conduct relating to tortious interference is protected by attorney immunity, Farris would hold that Jackson is not entitled to immunity for his non-legal services even if related to the plaintiff’s claim.
“Overlooking the nature of these allegations due to overlapping roles risks cloaking business executive action of any stripe in immunity so long as the act is done by someone with a law license,” Farris wrote.
The dissent emphasized that under Rule 91a’s strict standard — which requires courts to decide motions based solely on pleadings without considering evidence — Jackson had not met his burden of proving that he is likely to succeed on the merits of his immunity defense.
Potential Implications for Businesses and Legal Practitioners
1. Dual Roles May Create Risk
Attorneys who serve simultaneously as legal counsel, board members, trustees, or business advisors may face heightened exposure.
Attorneys should consider remaining mindful if their conduct extends beyond the provision of traditional legal services and moves into business strategy, operational involvement, or corporate governance. As illustrated in this matter, allegations that counsel attended strategic business meetings, influenced internal decision‑making, or operated in capacities such as trustee or director might blur the line between legal representation and business activity. When an attorney’s actions resemble those of an executive or business advisor rather than those of a legal advocate, those actions may fall outside the scope of attorney immunity.
2. Careful Documentation Matters
Companies should consider documenting when counsel provides uniquely legal services versus business guidance. Clear delineation may help to defend against or even obviate the need for future litigation.
3. Procedural Posture Is Important
This case was decided at the Rule 91a stage, which prohibits courts from considering evidence. The outcome might differ at summary judgment, where parties can introduce evidence demonstrating the nature of the attorney’s conduct.
4. Adversarial Context Is Necessary — But Not Always Sufficient
Even if an adversarial relationship exists, immunity attaches exclusively to conduct constituting a uniquely legal service. Business strategy, operational involvement, and personal financial interests may erode the immunity defense. Counsel should consider exercising caution so as not to violate tort or other laws when operating in a business, rather than an exclusively legal, capacity.
Conclusion
In Re Frank Jackson underscores the evolving complexity of attorney immunity doctrine in Texas. As businesses increasingly rely on attorneys to wear multiple hats, the line between protected legal services and unprotected business advice may continue to be tested. Companies and counsel alike should consider proactively assessing these boundaries to help mitigate potential litigation risks.
1 Note, the Texas Supreme Court has presented this as two requirements, but the second requirement has three parts as presented here.