Background and Transaction Structure

In September 2021, XTO Energy, Inc., a subsidiary of ExxonMobil Corporation, sold Michael Murray's place of employment to Arcotex Oil & Gas, Inc. d/b/a BKM Production. The purchase agreement required Arcotex to extend employment offers to all XTO employees at least fifteen days before closing, guarantee the same or comparable salary for one year, and transfer accrued benefits. Murray had been employed by XTO since 2004, when XTO purchased his workplace, and remained an XTO employee after ExxonMobil acquired XTO in 2010 as a separate subsidiary. Four employees in Murray's office received transfer position offers with XTO due to their particular positions, skills, or high-performance ratings, though three declined and accepted Arcotex's offers instead.

The Discrimination Claims

Murray declined Arcotex's job offer and was designated as retired, with XTO paying his retirement benefits in full. His last day of employment was September 30, 2021. On June 14, 2022—256 days after his termination—Murray filed a Charge of Discrimination with the Texas Workforce Commission and EEOC, alleging age discrimination under the ADEA and the Texas Commission on Human Rights Act. Murray subsequently filed suit against both ExxonMobil and XTO, but failed to respond to defendants' motion for summary judgment, creating a presumption under Local Rule CV-7(d) that he did not controvert the facts set out by movants.

Corporate Veil and Single Employer Analysis

The court first addressed whether ExxonMobil could be held liable for XTO's employment decisions. Applying the well-established principle that "a corporation must be an 'employer' to be held liable under the ADEA," the court noted that "[t]he doctrine of limited liability creates a strong presumption that a parent corporation is not the employer of its subsidiary's employees." To overcome this presumption, a plaintiff must establish a "single employer" relationship under the four-factor Trevino v. Celanese Corp. test: (1) interrelation of operations, (2) centralized control of labor or employment decisions, (3) common management, and (4) common ownership or financial control. Murray's complaint mentioned ExxonMobil only in identifying the parties, providing no facts to support single employer status. The court concluded ExxonMobil was not a proper defendant.

Failure to Establish Prima Facie Case

Turning to XTO, the court found Murray failed to establish a prima facie case of age discrimination under the McDonnell Douglas burden-shifting framework. While Murray satisfied the first three elements—discharge, qualification, and protected class membership—he could not satisfy the fourth factor requiring proof that he was either replaced by someone outside the protected class, replaced by someone younger, or otherwise discharged because of his age. The court emphasized that Murray "was neither replaced by someone outside of the protected class nor someone younger because he was not replaced at all." XTO had eliminated every position at Murray's workplace but secured identical job offers for all workers. As the court noted, Murray "had the same job termination and subsequent job offer as everyone at his branch," and

"[c]onsistent treatment is not disparate treatment."

Administrative Exhaustion Failure

Murray's TCHRA claim failed on independent grounds. Texas law requires claimants to file complaints with the Texas Workforce Commission within 180 days of the alleged unlawful employment practice—a deadline that is "mandatory but not jurisdictional." Murray filed 256 days after his identified termination date of October 1, 2021. The court held that

"[d]espite not being 'a jurisdictional requirement, [administrative exhaustion] is still a requirement,'"

Implications for Energy Sector Asset Sales

This decision provides important guidance for structuring employment transitions in oil and gas asset sales. The court's analysis confirms that when a seller negotiates uniform employment offers for all affected employees as part of a purchase agreement, claims of discriminatory treatment face significant hurdles absent evidence of disparate treatment. The ruling also reinforces the corporate veil between parent companies and subsidiaries in the employment context, requiring plaintiffs to plead specific facts demonstrating centralized control over labor decisions rather than mere corporate affiliation. For practitioners, the case underscores the importance of documenting consistent treatment of all employees during workforce transitions and the continued viability of the subsidiary structure in limiting parent company exposure to employment claims. The dismissal with prejudice forecloses any opportunity for Murray to cure the pleading deficiencies.