Texas Supreme Court weighs which address counts for substitute service in Huffman Asset Management v. Coulter

The Supreme Court of Texas heard argument in Huffman Asset Management v. Coulter over whether the Business Organizations Code’s instruction to forward process to the “most recent address of the entity on file with the secretary of state” refers to an entity’s principal office address or to the registered agent/registered office. Petitioners’ counsel told the justices the statutory change—enacted in the Business Organizations Code and effective after its 2003 enactment (effective 2006)—moved the forwarding rule away from the registered agent/registered office toward the entity’s most recent public filing.

Why it matters: The court’s construction affects when plaintiffs may use the secretary of state for substitute service and plaintiffs’ ability to secure default judgments without personal service. Counsel for the petitioners argued that the shift in wording was intentional and that the secretary of state and the comptroller’s public information reports are the practical sources for determining the most recent address on file.

At oral argument, counsel for the petitioners summarized the competing authorities and said there is a practical “disconnect” among the legislature’s text, the secretary of state’s guidance, and lower-court decisions. "There is a disconnect between the three branches of the government," counsel said, arguing lower courts have reached mixed outcomes when the statute’s address language is applied.

The bench repeatedly pressed practical and due-process implications. One questioner asked whether an informal filing or a letter with an address could become the "most recent address" and whether a filing must include a registered-agent address to count. Petitioners’ counsel said he was not certain whether an informal letter would satisfy the statutory requirement and described SOSDirect and the comptroller’s public information report as the common means by which litigants and the secretary of state find addresses.

Justices also questioned whether the statutory text imposes obligations on the registered agent (to maintain a business office at the registered office) or on the entity itself, and whether the change from "registered office" to "most recent address on file" created a substantive shift in how substitute service operates. Counsel cited precedent and analogous statutes (for example, cases construing long-arm provisions) in support of the petitioners' textual reading; the bench and counsel discussed whether reconstructions or subtle wording changes can alter prior service rules.

The argument included hypotheticals about "bad" or outdated addresses: if an older address on file was invalid but the plaintiff served the registered agent (or vice versa), should a default judgment be vacated when notice issues are raised later. Bench members noted the practical complexity for courts and litigants when records maintained across multiple state systems (secretary of state, comptroller, and SOSDirect) contain differing addresses.

The respondent's counsel was introduced and presented argument following the petitioners' presentation. Questioners pressed due-process concerns, asking whether a failure to update an address should be treated as a mistake or an intentional omission and what remedy would be appropriate, including whether a new trial would be required in some circumstances.

The court heard argument on the competing statutory readings and practical mechanics of the secretary-of-state forwarding process, but no final decision or vote was rendered at the argument. The court adjourned after the bench asked if there were further questions.

The case will return to the court for deliberation; no opinion was announced from the bench at adjournment.