# Opinion

> District Court, S.D. Texas · August 10, 2026

URL: https://www.frixlaw.com/law-library/cases/11417774

## Case

- **Full name:** CFE International LLC v. Guillermo Turrent Schnaas, et al.
- **Court:** District Court, S.D. Texas
- **Decided:** August 10, 2026
- **Opinion:** 100trialcourt
- **Cited by:** 0 later opinions in the Frix Law Library

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## Opinion text

IN THE UNITED STATES DISTRICT COURT August 10, 2026
FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Clerk
HOUSTON DIVISION

CFE INTERNATIONAL LLC, §
§
Plaintiff, §
v. § CIVIL ACTION NO. H-22-3385
§
GUILLERMO TURRENT SCHNAAS, et §
al., §
§
Defendants. §

MEMORANDUM AND OPINION
CFE International LLC (“CFEi”) has sued its former Chief Executive Officer, Guillermo
Turrent Schnaas, and former Chief Operating Officer, Javier Gutiérrez Becerril, asserting claims
for breach of contract and breach of fiduciary duty. CFEi alleges that between 2012 and 2018,
Turrent and Gutiérrez entered into several oil and gas agreements that were infected by “rampant
corruption, cronyism, and conflicts of interest.” (Docket Entry No. 51). Turrent and Gutiérrez
have moved for summary judgment on the ground that CFEi cannot recover any of the damages it
seeks. (Docket Entry No. 264). Alternatively, they move for summary judgment that CFEi is not
entitled to certain categories of damages that it seeks. (Id. at 8).
Based on the pleadings, the motion, the record, oral argument, and the applicable law, the
court denies the motion for summary judgment on both grounds. The reasons for this ruling are
below.
I. Background
CFEi is a Delaware LLC. (Docket Entry No. 277-12 at 2). CFEi’s sole member is CFE,
the state-owned electric utility of Mexico. (Id. at 27). CFEi has a “sister company,” CFEnergia
S.A. de C.V. (“CFEn”). (Docket Entry No. 277-2 at 14). CFEi imposed Delaware’s fiduciary
duty of loyalty and care onto its officers and imposed “additional duties and responsibilities” on
its directors. (Docket Entry No. 277-12 at 3, 8). When CFEi was formed in 2015, Turrent served
as the first CEO and Gutiérrez as the first COO. (Id. at 29). Turrent also served as a member of
CFEi’s Board of Directors. (Id. at at 28). Turrent and Gutiérrez had the same roles at CFEn.

(Docket Entry No. 287-2 at 14).
CFEi has sued Turrent and Gutiérrez for breach of fiduciary duty and breach of contract.
(Docket Entry No. 51 ¶¶ 134–154). CFEi alleges that between 2012 and 2014, Turrent and
Gutiérrez “engaged in multiple, undisclosed business ventures.” (Docket Entry No. 51 ¶ 41).1 In
these ventures, Turrent and Gutiérrez allegedly “awarded billions of dollars of unnecessary and
overpriced natural gas supply and pipeline contracts to WhiteWater Midstream LLC (collectively
with its affiliates, ‘WWM’),” benefitting WWM and its executives, including WWM’s co-founder
and senior executive Matthew Calhoun, with whom Turrent and Gutiérrez had long-standing
personal and business relationships. (Id. ¶¶ 1, 3, 118). Turrent and Gutiérrez “never disclosed” to

the CFE or CFEi Boards of Directors their ties and dealings with Calhoun, or that Gutiérrez’s
consulting business (which was linked to Calhoun’s address) received over $250,000 in income
while Gutiérrez served as CFEi’s COO. (Id. ¶ 50).
In 2016, Turrent and Gutiérrez awarded the West Texas Supply Agreement and the Waha
Connector Agreements to WWM. (Id. ¶ 52). CFEi alleges that Turrent and Gutiérrez “failed to
conduct fair, arm’s-length bidding processes” and steered the award of these projects to WWM
despite deficiencies in its proposals. (Id. ¶ 53). Turrent and Gutiérrez allegedly hid those

1 Because Turrent and Gutiérrez challenge only damages in their motion for summary judgment rather than
the allegations about their underlying conduct, the court summarizes the remaining facts as alleged in the
first amended complaint.
2
deficiencies by “creating a false record of fair and competitive bidding,” awarding the projects to
WWM “even though they offered terms less favorable to CFEi” than bids from other, more
established companies. (Id.). CFEi alleges that the West Texas Agreements, which called for
WWM to supply CFEi with up to 1 Bcf of natural gas every day for 15 years beginning in 2019,
“have significantly harmed the financial interests of CFEi and the CFE Group.” (Id. ¶¶ 54, 55).

CFEi also alleges that the Waha Connector Agreements “were a significant unnecessary expense
for CFEi.” (Id. ¶ 78). In 2017, Turrent and Gutiérrez awarded WMM another contract, the South
Texas Supply Agreement, which allegedly will cost CFEi “billions of dollars” over the lifetime of
the contract and is contrary to CFEi’s interests. (Id. ¶¶ 101, 103).
CFEi alleges that these breaches of fiduciary duty and breaches of contract “inflicted
substantial, long-lasting harm on CFEi.” (Id. ¶ 1). CFEi alleges that “[t]he economic toll inflicted
on the CFE Group”—which includes CFE and CFEn—“is estimated to be at least in the hundreds
of millions of dollars, and the harm to CFEi itself more than $1,000,000.” (Id. ¶ 8). CFEi seeks
over $1,000,000 in damages; the disgorgement of wages, bonuses, other compensation, and any

personal gains Turrent and Gutiérrez received from their alleged corrupt acts; and exemplary
damages. (Id. ¶ 42).
Turrent and Gutiérrez have moved for summary judgment.2 (Docket Entry No. 264). They
generally do not contest the factual allegations pleaded as the basis for liability in the first amended

2 In their reply brief, Gutierréz and Turrent raise a variety of evidentiary objections in cursory fashion.
(Docket Entry No. 289 at 17). CFEi addressed these objections in a sur-reply. (Docket Entry No. 294).
The court will not address the objections (and did not address them at the motion hearing), as they “do not
address with any specificity why [Gutiérrez and Turrent] believe[] the evidence to constitute hearsay” or
why the evidence is otherwise improper. Bushidopro, C.A. v. Nippon Pillar Corp. of Am., Inc., No. 4:19-
CV-4249, 2021 WL 3660766, at *2 (S.D. Tex. Mar. 22, 2021). “Broad-based, non-specific objections are
almost impossible to assess on their merits[.]” In re Adkins Supply, Inc., 555 B.R. 579, 587 (Bankr. N.D.
Tex. 2016) (quoting S.E.C. v. Brady, 238 F.R.D. 429, 437 (N.D. Tex. 2006)). Gutiérrez and Turrent are
“permitted to raise the objections again at trial if [they do] so with the required specificity.” Bushidopro,

3
complaint, but challenge only damages. The crux of their argument is that because CFEi is a “mere
‘cost center’” for CFEn and CFE, CFEi cannot prove that it suffered any damages from their
alleged conduct. (Id. at 7). “In other words,” because either CFE or CFEn makes CFEi whole for
costs, “CFEi could suffer no harm if those costs were (allegedly) higher than they might otherwise
have been.” (Id.). Turrent and Gutiérrez ask the court to dismiss all claims with prejudice or,

alternatively, hold that CFEi is not entitled to the loss of cash flow testified to by CFEi’s damages
expert, Professor Karen Hopper Wruck.3 CFEi has responded, arguing that courts have repeatedly
rejected similar “pass-through” arguments; that the motion “fundamentally misunderstands” the
nature of the damages the defendants’ conduct caused CFEi; and that Professor Wruck offers a
“well-established” model of assessing the damages that Turrent and Gutiérrez inflicted on CFEi.
(Docket Entry No. 277 at 8–9).
II. The Legal Standard
“Summary judgment is appropriate where ‘the movant shows that there is no genuine
dispute as to any material fact and the movant is entitled to judgment as a matter of law.’”

Springboards to Educ., Inc. v. Pharr-San Juan-Alamo Indep. Sch. Dist., 33 F.4th 747, 749 (5th
Cir. 2022) (quoting FED. R. CIV. P. 56(a)). “A fact is material if it ‘might affect the outcome of
the suit.’” Thomas v. Tregre, 913 F.3d 458, 462 (5th Cir. 2019), as revised (Jan. 25, 2019) (quoting
Anderson v. Liberty Lobby, Inc., 477 U.S. 242, 248 (1986)). “A factual dispute is genuine ‘if the

2021 WL 3660766, at *2 (citing FED. R. EVID. 103(a)). If they do so, the court will consider CFEi’s
rebuttals at that time.

3 Gutiérrez and Turrent also initially moved for summary judgment to exclude disgorgement as a category
of damages but later withdrew their arguments on disgorgement. (Docket Entry No. 319). Although the
withdrawal on disgorgement effectively conceded that, at a minimum, the breach of fiduciary duty claim
would proceed, their notice of withdrawal did not explicitly make this concession, nor was this concession
clearly addressed at the motion hearing. This Memorandum and Opinion proceeds as if the defendants are
still requesting dismissal in full on both claims.
4
evidence is such that a reasonable jury could return a verdict for the nonmoving party.’” Id.
(quoting Anderson, 477 U.S. at 248). When considering a motion for summary judgment, the
court “must consider all facts and evidence in the light most favorable to the nonmoving party”
and “must draw all reasonable inferences in favor of the nonmoving party.” Ion v. Chevron USA,
Inc., 731 F.3d 379, 389 (5th Cir. 2013).

The moving party “always bears the initial responsibility of informing the district court of
the basis for its motion” and pointing to record evidence demonstrating that there is no genuine
dispute of material fact. Celotex Corp. v. Catrett, 477 U.S. 317, 323 (1986); see also FED. R. CIV.
P. 56(c). “When ‘the non-movant bears the burden of proof at trial,’ a party moving for summary
judgment ‘may merely point to the absence of evidence and thereby shift to the non-movant the
burden of demonstrating by competent summary judgment proof that there is a dispute of material
fact warranting trial.’” MDK Sociedad De Responsabilidad Limitada v. Proplant Inc., 25 F.4th
360, 368 (5th Cir. 2022) (alteration adopted) (quoting Nola Spice Designs, L.L.C. v. Haydel
Enterprises, Inc., 783 F.3d 527, 536 (5th Cir. 2015)).

“Once the moving party has initially shown that there is an absence of evidence to support
the non-moving party’s cause, the non-movant must come forward with specific facts showing a
genuine factual issue for trial.” Houston v. Tex. Dep’t of Agric., 17 F.4th 576, 581 (5th Cir. 2021)
(quotation marks and quoting reference omitted). “[A] party cannot defeat summary judgment
with conclusory allegations, unsubstantiated assertions, or only a scintilla of evidence.” Jones v.
Gulf Coast Rest. Grp., Inc., 8 F.4th 363, 368 (5th Cir. 2021) (quotation marks and quoting
reference omitted). Rather, the nonmovant “must identify specific evidence in the record and
articulate the precise manner in which that evidence supports [its] claim.” Shah v. VHS San

5
Antonio Partners, L.L.C., 985 F.3d 450, 453 (5th Cir. 2021) (alteration adopted) (quotation marks
and quoting reference omitted).
The movant is entitled to judgment as a matter of law when “the nonmoving party has
failed to make a sufficient showing on an essential element of [its] case with respect to which [it]
has the burden of proof.” Celotex Corp., 477 U.S. at 323. But “[i]f ‘reasonable minds could differ’

on ‘the import of the evidence,’ a court must deny the motion.” Sanchez v. Young County, 956
F.3d 785, 791 (5th Cir. 2020) (quoting Anderson, 477 U.S. at 250).
III. Analysis
Delaware law governs both of CFEi’s claims. (Docket Entry No. 112 at 12–13). “Under
Delaware law, a claim for breach of fiduciary duty ‘has only two formal elements: (i) the existence
of a fiduciary duty and (ii) a breach of that duty.’” Kulak v. On, C.A. No. 2023-0011-KSJM, 2026
WL 1122367, at *9 (Del. Ch. Apr. 24, 2026) (quoting HOMF II Inv. Corp. v. Altenberg, C.A. No.
2017-0293-JTL, 2020 WL 2529806, at *43 (Del. Ch. May 19, 2020)). “A court may award
nominal damages when a breach does not warrant a meaningful remedy.” Arxada Holdings NA

Inc. v. Harvey, 351 A.3d 519, 569–70 (Del. Ch. 2026). “A breach of fiduciary action is not an
action for breach of contract where the plaintiff can only recover its own loss; instead, the fiduciary
can be forced to disgorge its gain even when the gain did not come at the beneficiary’s expense.”
Id. at 574 (quoting Ban v. Manheim, 339 A.3d 41, 77 (Del. Ch. 2025)).
Under Delaware law, “[t]o prevail on a breach-of-contract claim, one must show: (1) a
contractual obligation; (2) a breach of that obligation; and (3) resulting damages.” Jiggy Puzzles,
LLC v. Steelhead Acquisition EE, Inc., C.A. No. N24C-10-212 PRW, 2026 WL 465112, at *5
(Del. Super. Ct. Feb. 18, 2026) (citing VLIW Tech., LLC v. Hewlett-Packard, Co., 840 A.2d 606,
612 (Del. 2003)). A non-breaching party “is entitled to recover ‘damages that arise naturally from

6
the breach or that were reasonably foreseeable at the time the contract was made.’” Paul v. Deloitte
& Touche, LLP, 974 A.2d 140, 146 (Del. 2009) (quoting Tackett v. State Farm Fire & Cas. Ins.
Co., 635 A.2d 254, 264–65 (Del. 1995)). Damages for breach of contract “are designed to place
the injured party in an action for breach of contract in the same place he would have been if the
contract had been performed.” Id. (quoting Huggins v. B. Gary Scott, Inc., C.A. No. 88C-OC-80,

1992 WL 179482, (Del. Super. Ct. June 25, 1992)).
The court denies Turrent and Gutiérrez’s motion for summary judgment and request for
dismissal, with prejudice, of the whole case. The court also denies Turrent and Gutiérrez’s
alternative motion for partial summary judgment to exclude Professor Wruck’s loss of cash flow
estimation of damages.
The court first denies the motion for summary judgment on the basis that CFEi suffered no
actual damages because nominal damages are available for both breach of fiduciary duty and
breach of contract claims under Delaware law. See, e.g., Macrophage Therapeutics, Inc. v.
Goldberg, No. CV 2019-0137-JRS, 2021 WL 2582967, at *19 (Del. Ch. June 23, 2021) (“In a

fiduciary duty action, ‘plaintiffs need not plead (or prove at trial) that they have been injured as an
element of their claim.’ In the absence of specific proof of a specific injury, the court will issue a
declaration that the defendant breached his fiduciary duties and award nominal damages.” (quoting
Orban v. Field, Civ. A. No. 12820, 1993 WL 547187, at *5 (Del. Ch. Dec. 30, 1993))); Trifecta
Multimedia Holdings Inc. v. WCG Clinical Servs. LLC, 318 A.3d 450, 471 (Del. Ch. 2024) (“Under
Delaware law, ‘[a] party need not plead cognizable damages as an element of a claim for breach
of contract because the court can vindicate a breach of contract through an award of nominal
damages.’” (quoting Cygnus Opp. Fund, LLC v. Washington Prime Grp., LLC, 302 A.3d 430, 456
(Del. Ch. 2023))). CFEi does not have to present a contract damages theory at all for a court to

7
award nominal damages under Delaware law. See GB-SP Holdings, LLC v. Walker, C.A. No.
9413-VCF, 2024 WL 4799490, at *23–24 (Del. Ch. Nov. 15, 2024).
Second, Turrent and Gutiérrez have withdrawn their request for summary judgment to
exclude disgorgement as a category of damages. (Docket Entry No. 319). Delaware law is clear
that disgorgement is a proper remedy for a breach of fiduciary duty claim even if CFEi was not

the source of funds to be disgorged. “[T]he court must account for the importance of forcing a
faithless fiduciary to disgorge the benefits generated by its misconduct . . . the fiduciary can be
forced to disgorge its gain even when the gain did not come at the beneficiary’s expense.” Ban,
339 A.3d at 77. “Even if the corporation did not suffer actual harm, equity requires disgorgement.”
Arxada Holdings NA Inc., 351 A.3d at 574; accord Metro Storage Int’l LLC v. Harron, 275 A.3d
810, 860 (Del. Ch. 2022) (“[A] beneficiary can force a fiduciary to disgorge the benefits that the
fiduciary received without a showing of harm to the beneficiary.”). “The purpose of disgorgement
is to deter ‘acts of conscious wrongdoing and breaches of a fiduciary’s duty of loyalty . . . by
requiring the wrongdoer to disgorge any profit made as a result of such wrongful conduct.’”

Avande, Inc. v. Evans, C.A. No. 2018-0203-AGB, 2019 WL 3800168, at *18 (Del. Ch. Aug. 13,
2019) (quoting Pike v. Commodore Motel Corp., 1986 WL 13007, at *3 (Del. Ch. Nov. 14, 1986)).
The court also denies Turrent and Gutiérrez’s motion for summary judgment based on their
argument that CFEi’s “pass-through” arrangement precludes awarding damages. As the Supreme
Court explained in S. Pac. Co. v. Darnell-Taenzer Lumber Co., “[t]he general tendency of the law,
in regard to damages at least, is not to go beyond the first step.” 245 U.S. 531, 533 (1918) (Holmes,
J.). The Court was considering a pass-through arrangement that allowed the plaintiffs to pass on
the damages they sustained by paying an unreasonably high railroad charge. The Court rejected
the argument that a pass-through arrangement (allowing the higher costs the plaintiffs suffered to

8
be passed on to their purchasers) precluded finding damages. “The plaintiffs suffered losses to the
amount of the verdict when they paid. Their claim accrued at once in the theory of the law and it
does not inquire into later events.” Id. at 534. As CFEi correctly points out, Darnell-Taenzer’s
general principle that the wrongdoer should pay the party it directly harmed regardless of
subsequent events “prevails throughout the law.” (Docket Entry No. 277 at 17 (quoting Carter v.

Berger, 777 F.2d 1173, 1175 (7th Cir. 1985) (Easterbrook, J.)).
As Judge Easterbook explained in Carter:
A firm that catches an employee with its hand in the till is entitled to recover the
stolen money in court, even though it may also “recover” the money by withholding
a bonus and may have offset the loss by reducing the employee’s salary after
suspecting a theft. A pedestrian is entitled to recover for loss caused by being run
over by a speeding motorist, even though the pedestrian also has insurance. The
“collateral benefit” rule of tort law rests on the belief that the wrongdoer should be
made to pay—the better to deter like conduct—whether or not the victim has
providently supplied another source of compensation, unless the supplier of the
compensation has a subrogation clause.

Carter, 777 F.2d at 1175.4
The Fifth Circuit has held that “pass-through” defenses are improper (and inapplicable) in
breach of contract cases. In In re Liljeberg Enters., Inc., the Fifth Circuit concluded that the district
court erred as a matter of law by failing to award Lifemark overcharges from certain flush kits.
304 F.3d 410, 467 (5th Cir. 2002). The Fifth Circuit held that “[r]egardless of whether Lifemark
tripled the charges from Liljeberg Enterprises in billings its patients, we concluded that the district
court’s ‘pass-through’ reasoning is without merit.” Id. at 467. The Fifth Circuit soundly rejected

4 CFEi also explains that the principle of Darnell-Taenzer is “reflected in the well-established collateral
source rule, which precludes a tortfeasor from obtaining the benefit of payments to the injured party from
those other than the tortfeasor.” (Docket Entry No. 277 at 17–18 (citing Taylor v. Am. Fabritech, Inc., 132
S.W.3d 613, 626 (Tex. App.—Houston [14th] 2004, pet. denied); Est. of. Farrell v. Gordon, 770 A.2d 517,
520 (Del. 2001)).
9
the argument the Lifemark “suffered no loss” (and in fact profited)5 by passing the overcharge
onto its patients. Id.
As CFEi notes, (Docket Entry No. 277 at 19), this case is similar to a case from the Ninth
Circuit, Oregon Metallurgical Corp. v. Burlington Northern & Santa Fe Railway Co., 101 F.
App’x 184 (9th Cir. 2004). In Oregon Metallurgical Corp., the district court had granted summary

judgment to the defendants, holding that the plaintiff had not suffered actual damages because it
had sold the product at issue (titanium sponge) to a sister corporation at cost.6 101 F. App’x at
185. The Ninth Circuit first held that the district court had misunderstood the plaintiff’s evidence
of damages, which was that “it was damaged by the loss of its ability to produce as much titanium
sponge as it desired due to the late shipments of raw material,” which alone was sufficient evidence
of damage to withstand summary judgment. Id. at 185–86. The Ninth Circuit then held that, “[i]n
addition,” the district court erred in applying a pass-through defense, noting that while this defense
“might” apply in limited circumstances in the antitrust context, it “ordinarily is not recognized.”
Id. at 186. The Ninth Circuit concluded that Darnell-Taenzer’s approach of not “‘go[ing] beyond

the first step’” was the approach that “should apply here.” Id. at 186 (quoting Darnell-Taenzer,
245 U.S. at 533). It then remanded for further proceedings. Id.
Turrent and Gutiérrez’s pass-through argument is unpersuasive. The Supreme Court
rejected the argument that a plaintiff able to pass its damages on to another entity is thereby
precluded from recovery over a century ago, in Darnell-Taenzer. Accepting Turrent and

5 To the extent that Turrent and Gutiérrez argued in their reply brief and at the motion hearing that CFEi
was not harmed because it “consistently profited” on its sales to CFEn, (Docket Entry No. 289 at 8), In re
Liljeberg Enters., Inc. rejects that argument.

6 In their reply brief and at the motion hearing, the defendants also reiterated their argument that the pass-
through defense scenario only applies when the cost is passed on to an unrelated third parties. (See Docket
Entry No. 289 at 11–12). Oregon Metallurgical, however, involved a “sister” corporation. In Gutiérrez’s
own words, CFEn is similarly a “sister” company to CFEi. (Docket Entry No. 277-2 at 14).
10
Gutiérrez’s argument would lead to the untenable result that they could flagrantly breach their
fiduciary duties to, and contracts with, CFEi, and CFEi would never be able to recover.7 (Docket
Entry No. 277 at 21). The defendants implicitly argue in their reply brief that CFEn and CFE
should have been the parties suing, not CFEi. (Docket Entry No. 289 at 6 (“CFE and CFEn chose
not to sue”)). But as CFEi points out, Turrent and Gutiérrez’s motion for summary judgment

admitted that only CFEi standing to sue. (Docket Entry No. 264 at 17 (“A corporation does not
have standing to assert claims belonging to a related corporation, simply because their business is
intertwined.” (quoting Tullett Prebon, PLC v. BGC Partners, Inc., No. CIV.A.09-5365 (SRC),
2010 WL 2545178, at *4 (D.N.J. June 18, 2010), aff’d 427 F. App’x 236 (3d Cir. 2011))). Turrent
and Gutiérrez cannot create an escape hatch by simultaneously arguing that CFEn and CFE do not
have standing to sue and that CFEi cannot sue because it has suffered no harm. Just as the “first
step” approach of Darnell-Taenzer is well-established, “[t]he other part of Justice Holmes’s
‘tendency’—that the indirectly injured party may not sue—is equally well-established.” Carter,
777 F.2d at 1175.8

7 Their argument also assumes a level of permanence that does not exist. As CFEi pointed out in its briefing
and reiterated at the motion hearing, the contracts between CFEi and CFEn are subject to amendment and
provide each party with the ability to opt out after each month. (Docket Entry No. 277 at 20 & n.1).

8 Although Turrent and Gutiérrez argue that because CFEi and CFEn operate on a “cost-plus” basis, CFEi
suffered no damages, to the extent the “‘cost-plus’ contract” exception for pass-through defenses mentioned
in Hanover Shoe, Inc. v. United Shoe Mach. Corp., 392 U.S. 481, 494 (1968) “might” exist, it is applicable
only “in the context of a private action for damages under the antitrust laws.” Oregon Metallurgical Corp.,
101 F. App’x at 186. This is not an antitrust case, and Turrent and Gutiérrez have not identified case law
applying the “cost-plus” exception in similar circumstances. (See generally Docket Entry Nos. 264, 289).
Courts have recognized that “the pre-existing cost-plus exception to Hanover, to the extent that it ever
existed, today is so eviscerated that it is virtually non-existent.” City of Philadelphia v. Public Emps. Ben.
Servs. Corp., 842 F. Supp. 827, 832 (E.D. Pa. 1994). Turrent and Gutiérrez have also not shown that this
is a qualifying cost-plus contract, which generally would require CFEi’s agreement with CFEn to involve
a “fixed quantity” of gas. See Winn-Dixie Stores, Inc. v. E. Mushroom Marketing Cooperative, Civ. Action
No. 15-6480, 2020 WL 5211035, at *6 (E.D. Pa. Sep. 1, 2020) (“Moreover, Bi-Lo is incorrect when it
contends that it qualifies for the cost-plus exception even though it did not contract with C&S for a fixed

11
Just as the defendants in Oregon Metallurgical failed to understand the nature of the
damages sought in that case, Turrent and Gutiérrez appear to misunderstand (or ignore) Professor
Wruck’s analysis and opinion on the damages that CFEi seeks. Professor Wruck measured the
damages CFEi suffered as a result of the defendants’ breaches as “the difference between the value
of CFEi’s supply and transportation portfolio in the actual world (in which it overpaid for and

overpurchased gas) and the but-for world (in which it did not).” (Docket Entry No. 277 at 23
(citing Docket Entry No. 277-13 ¶ 98)). Professor Wruck found that because, “[a]s a cost-center
style business entity, CFEi’s value is determined by the value of its contracting activities,” CFEi’s
sale value would depend “on the value of its portfolio of supply and transportation contracts and
the overall efficiency of its procurement strategy.” (Docket Entry No. 277-13 ¶ 95). “As a result,
contracts struck at unfavorable terms relative to the market will have a negative impact on CFEi’s
value.” (Id.). In other words, if CFE were to abandon its current natural gas strategy and try to
sell CFEi in the future, CFEi’s sale value would depend on the value of this portfolio and whether
its contracts were priced below, at, or above market. (Docket Entry No. 277 at 24).

Professor Wruck’s opinion does not “create harm where none exists,” as Turrent and
Gutiérrez allege. (Docket Entry No. 289 at 9). Instead, the opinion explains and quantifies the
damages a cost-center-style business like CFEi can and allegedly did incur. The opinion is backed
by Professor Wruck’s undisputed academic credentials and expertise and her persuasive
explanation of her approach and conclusions. (See generally Docket Entry No. 277-13). Her
explanation of the harm that CFEi experienced as a cost-center business is an independently
sufficient reason to reject the defendants’ request for summary judgment in full. See Oregon

quantity of mushrooms.”). In sum, Gutiérrez and Turrent have provided no basis for the court to consider
applying this seemingly non-existent exception to this case.
12
Metallurgical Corp., 101 F. App’x at 185–86 (noting that, even aside from the issue of the pass-
through defense, the plaintiff’s evidence “that it was damaged by the loss of its ability to produce
as much titanium sponge as it desired due to the late shipments of raw material” was “sufficient
evidence of damage to withstand summary judgment” and “[t]he measure of this damage is a
question of fact to be resolved at trial”).

Turrent and Gutiérrez highlight disagreements between Professor Wruck and their own
expert, (see, e.g., Docket Entry No. 264 at 18), but those disagreements are not a basis for granting
summary judgment either in full or in part. See, e.g., Petrobras Am., Inc. v. Vicinary Cadenas,
S.A., Civ. Action No. H-12-888, 2019 WL 13060286, at *6 (S.D. Tex. Dec. 10, 2019) (“A dispute
between expert witnesses is a matter left for the jury’s resolution.”); City of Garland v. Burnett,
No. 3:04-CV-1378, 2005 WL 491521, at *10 n.15 (N.D. Tex. Mar. 2, 2005) (“In support of its
contentions that Mitchell’s FMV methodology is flawed, Plaintiff cites to its own expert report.
Unsurprisingly, disagreement is found. However, such discordance does not establish success for
either party. Rather, tension of opinion supports the posture of this case. Moreover, it is the trier

of fact, and not a matter of law, that judges the battle of the experts.”). The defendants have not
made a Daubert challenge to Professor Wruck’s opinions9 and have provided no persuasive basis
for this court to exclude her loss of cash flow estimation of damages. For similar reasons, the court

9 Notably, although their arguments are somewhat implicitly framed as challenges to the reliability of expert
testimony, Turrent and Gutiérrez did not make a formal Daubert challenge to Professor Wruck’s testimony.
In fact, they disclaimed any characterization of their challenge as a Daubert motion. (See Docket Entry
No. 289 at 7 (“This is not a Daubert motion.”)). But their challenges are functionally challenges to
Professor Wruck’s modeling and the reliability of her model. (See, e.g., id. at 9 (challenging her use of a
“but-for” model)). “The proper way to challenge an expert is through a Daubert motion under Rule 702”
and Turrent and Gutiérrez “ha[ve] not done so.” Bama Cos., Inc. v. Stahlbush Island Farms, Inc., No. 18-
CV-045-JFH-JFJ, 2024 WL 3086254, at *2 n.3 (N.D Okla. June 20, 2024). Relatedly, as CFEi correctly
asserts, Turrent and Gutteriéz do not explain with any detail whatsoever, (see Docket Entry No. 264 at 20),
why there was not sufficient information available for Professor Wruck to reliably calculate damages,
another quasi-Daubert challenge to her analysis. (Docket Entry No. 277 at 25).
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rejects Turrent and Gutiérrez’s “causation” argument, which simply accuses Professor Wruck of
using an overly abstract damages model. (Docket Entry No. 264 at 21-22). Regardless, as CFEi
points out, “issues of causation are questions for the trier of fact” under Delaware law. (Docket
Entry No. 277 at 27 (quoting Active Day OH, Inc. v. Wehr, C.A. No. N22C-08-064 SKR CCLD,
2024 WL 3201167, at *4 (Del. Super. Ct. June 27, 2024)).
There is no basis for this court to either (1) grant summary judgment in full on both claims
and dismiss this entire case, or (2) grant Turrent and Gutiérrez’s alternative request for summary
judgment that CFEi is not entitled to loss of cash flow damages as estimated by Professor Wruck.
IV. Conclusion
The court denies the motion for summary judgment. (Docket Entry No. 264). This case
will proceed to trial.
SIGNED on August 10, 2026, at Houston, Texas.

Senior United States District Judge

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Source: Frix Law Library, https://www.frixlaw.com/law-library/cases/11417774. Public record. Not legal advice.