The South Dakota Supreme Court affirmed a circuit court's summary judgment decision in *Trigger Energy Holdings, LLC v. Stevens*, rejecting claims of economic duress in the sale of membership interests in an energy company. The high court's opinion, filed Dec. 22, 2025, resolved a dispute that began when two energy investment companies sold their stakes in Blueprint Energy Partners, LLC to TCU Holdings, LLC.
The plaintiffs, Gulf Coast Investments, LLC and Trigger Energy Holdings, LLC, sued Kent Stevens individually and as an officer and agent, along with TCU Holdings, LLC and Blueprint Energy Partners, LLC. The companies sought to reform the purchase agreement they had signed, alleging they were forced to sell under economic duress. Their complaint also included various tort claims and allegations of breaches of fiduciary duties.
Justice Salter, writing for the court, noted that Blueprint Energy Partners was formed in 2017 to provide services and equipment for shale oil extraction. The company became the subject of the membership interest sale that triggered the legal dispute. Following the sale of their membership interests to TCU Holdings, the plaintiff companies filed suit in the Circuit Court of the Second Judicial Circuit in Minnehaha County.
The case was argued before the Supreme Court on Aug. 27, 2025, with oral arguments presented by attorneys from prominent South Dakota law firms. Hovland, Rasmus & Brendtro Prof. LLC represented the plaintiffs and appellants, while Beardsley Jensen & Lee Prof. LLC represented the defendants and appellees. The Honorable Douglas P. Barnett presided as the trial judge in the circuit court proceedings.
The circuit court had granted summary judgment in favor of TCU Holdings on all counts, finding that the plaintiffs had not established genuine issues of material fact to support their claims. The plaintiffs appealed this decision, arguing that genuine issues of material fact did exist that should have precluded summary judgment.
In affirming the lower court's decision, the Supreme Court specifically addressed the economic duress claim. The court concluded there was no economic duress that would justify reforming the purchase agreement. Justice Salter wrote that the court affirmed "the court's decision concluding there was no economic duress."
The high court also affirmed the circuit court's grant of summary judgment on the remaining claims, including the tort claims and fiduciary duty allegations. However, the Supreme Court noted it was affirming these rulings "under its alternative analysis," suggesting the court may have reached the same conclusion through different legal reasoning than the trial court.
Economic duress is a legal doctrine that allows parties to void or reform contracts when one party was forced to agree under improper economic pressure. To establish economic duress, plaintiffs typically must show they had no reasonable alternative but to agree to the contract terms and that the other party's conduct was improper.
The case highlights the challenges energy companies face in complex corporate transactions and the legal protections available when disputes arise over membership interest sales. Limited liability companies like those involved in this case are popular business structures in the energy sector due to their operational flexibility and tax advantages.
Blueprint Energy Partners' focus on shale oil extraction services and equipment places it in a vital sector of South Dakota's energy economy. The state has seen increased energy development activity in recent years, particularly in oil and gas extraction operations.
The Supreme Court's decision provides clarity for energy companies engaged in membership interest transactions, confirming that summary judgment is appropriate when plaintiffs cannot establish genuine factual disputes supporting their claims. The ruling also demonstrates the high bar required to prove economic duress in commercial transactions between sophisticated business entities.
For Gulf Coast Investments and Trigger Energy Holdings, the decision represents the final resolution of their challenge to the Blueprint Energy Partners sale. The companies will be unable to reform the purchase agreement or recover damages through their tort and fiduciary duty claims.
The case underscores the importance of careful contract negotiation and due diligence in energy sector transactions. Companies entering into membership interest sales should ensure they understand their legal obligations and have adequate legal representation to protect their interests.
The Supreme Court's affirmance of summary judgment also reflects the judicial system's efficiency in resolving complex commercial disputes when the legal standards are not met. By confirming the circuit court's analysis, the high court avoided the need for a lengthy trial that would have consumed additional judicial resources without changing the ultimate outcome.
This decision adds to South Dakota's body of commercial law governing limited liability company disputes and contract formation issues, providing guidance for future cases involving similar claims in the energy sector and beyond.