David J. Hargis

dhargis@kmd.law      (888) 855-1276 ext. 118

David J. Hargis is a Senior Attorney at Kearney, McWilliams & Davis, PLLC, where he practices with the firm's commercial litigation, real estate, corporate transactional, and labor and employment groups. He represents commercial real estate ventures, private investors, entrepreneurs, and growing businesses across Texas. Having worked as both a corporate executive and a private practice litigator, he builds legal strategies around how a business actually runs, with an eye toward growth, asset protection, and operational efficiency.

Before joining KMD, David served as Vice President, Counsel and Risk Management for a vertically integrated commercial real estate holding company.  He directed legal operations across commercial brokerage, real estate development, capital markets, valuation, and property management, and supported the company's expansion into Houston, Dallas, Atlanta, and Austin. That experience shapes how he works as outside counsel: he moves quickly, gives clients practical options, and ties his recommendations to the balance sheet and the business objective behind the deal.

Before moving in-house, David practiced as a Partner at a national AmLaw 100 firm and at a regional firm, where he handled commercial litigation, employment arbitration, securities litigation, and Directors and Officers (D&O) liability matters. Years of trying business disputes taught him where contracts break down, and he drafts agreements with those failure points in mind.

David grew up in South Louisiana and lives in Spring Valley Village with his wife, Amy, who is also a practicing attorney, and their three children. He helped found the Valley Village Dad's Club, a nonprofit supporting fathers in the community and Valley Oaks Elementary, and he volunteers with the children's ministry at Ecclesia. He follows the Rockets, Texans, and Astros, spends time outdoors, works on his barbecue, and is still looking for the best Cajun food in Houston.

David is licensed to practice law in Texas, and is based out of the Houston office of Kearney, McWilliams & Davis, PLLC.

Practice Areas

Commercial & Business Litigation

David tries and resolves commercial disputes with the client's balance sheet in view, weighing the cost of a fight against what the client stands to gain from it. He also defends executives and corporate officers in Directors and Officers (D&O) liability matters, where personal assets and professional reputations are at stake.

• Manages complex business disputes, including breach of contract, partnership and shareholder conflicts, shareholder oppression claims, business dissolutions, and hostile takeovers or buyouts.
• Represents various financial institutions—including banks, credit unions, and non-traditional lenders—in complex commercial litigation and debt recovery.
• Navigates complex receivership proceedings, protecting client interests in distressed asset situations.
• Litigates claims involving theft of trade secrets, fraud and misrepresentation, deceptive trade practices, breach of fiduciary duty, and patent infringement defense.
• Prosecutes and defends temporary restraining orders (TROs) and temporary injunctions.
• Historical Achievements:
  • Defended former general counsel and board members of an insurance company against claims brought by a court-appointed receiver, managing professional liability suits involving fraud and breach of contract.
  • Recovered assets and millions in unpaid invoices through the domestication of foreign judgments.

Corporate M&A & Governance

David handles asset purchases, stock sales, corporate restructuring, and acqui-hires. Deals in this area rarely come apart over the paperwork; they come apart on integration, so he runs due diligence with the post-closing business in mind, structures equity infusions, and works through the real estate, intellectual property, and employment issues that surface in most acquisitions. His work with vertically integrated holding companies and multi-state expansions shaped that approach.

• Advises clients on entity formation (including S-corps, C-corps, LLCs, partnerships, and joint ventures), carefully navigating tax implications, transferability, and personal liability tolerance.
• Drafts, reviews, negotiates, and executes foundational business contracts, including buy/sell agreements, operating agreements, compliance plans, and partnership/shareholder agreements—to serve the business through every stage of development and safeguard proprietary information.
• Structures capital raising initiatives and equity raises, drafting sophisticated operating agreements with custom value-add equity models.
• Prepares complex Private Placement Memorandums (PPMs) under SEC Regulation D to ensure strict regulatory compliance for investment vehicles.
• Historical Achievements:

• Drafted a backstop agreement between a REIT and a major fuel supplier that functioned as a master services agreement, allowing the parties to move forward without waiting out the brand's 15-year approval process.

• • Directed legal structuring for corporate acquisitions and acqui-hires to facilitate a commercial real estate firm's rapid multi-state expansion into the Atlanta, Dallas, and Austin markets.
  • Facilitated capital raises, including a $10.75 million syndication, and structured 90/10 value-add equity models for multifamily syndications.

 Commercial Real Estate

David represents owners, developers, and investors from raw land acquisition through development, lease-up, and disposition. He keeps legal spend proportionate to the deal and raises problems early, whether the client is a first-time commercial tenant or a developer building a $150 million project.

• Drafts and negotiates purchase and sale agreements (PSAs) for land, existing buildings, and businesses.
• Reviews title work and surveys, and advises on planning, zoning, and site preparation issues.
• Structures acquisition financing, construction financing, and design-build contracts for commercial developments.
• Represents both landlords and tenants in complex commercial leasing, navigating choice of entity, compliance plans, and trade secret protection within lease agreements.
• Historical Achievements:
  • Managed the legal negotiation and execution of over 30 million square feet of new project leasing assignments across office, retail, and industrial asset classes.
  • Represented a West Texas owner/developer through all phases of a modular 36-unit development.
  • Negotiated a 10-year shopping center agreement featuring detailed percentage rental structures and a $1.3 million letter of credit.

Real Estate & Oil & Gas Litigation

David litigates property disputes for commercial and residential portfolios and handles oil and gas matters for operators, mineral owners, and oilfield service companies. Because he also writes the underlying purchase agreements, leases, and service contracts, he reads the documents at issue the way the drafter did, which shortens the path to a resolution that protects asset value and keeps a project or well on schedule.

• Resolves landlord-tenant conflicts, title and easement issues, and property rights disputes.
• Litigates sale and purchase agreement disputes and complex construction and development litigation.
• Represents clients in condemnation proceedings and leasing conflicts across commercial and residential portfolios.
• Files and forecloses mineral liens under Chapter 56 of the Texas Property Code against wells, leasehold interests, pipelines, and production for unpaid oilfield services.
• Handles collection and lien priority disputes involving operators, working interest owners, and service providers in the Permian Basin and other Texas producing regions.
• Litigates surface use, easement, and right-of-way conflicts between mineral and surface estates, and disputes arising from master service agreements and drilling contracts.
• Historical Achievements:
  • Secured nearly 50 Chapter 56 liens against mineral property, pipelines, and oil and gas production, including a series of filings on producing wells in Reeves County that recovered payment for an oilfield service client.
  • Represented a West Texas owner/developer in litigation arising from a modular multi-unit development.

Outsourced Corporate Counsel & Fractional GC

David serves as outside general counsel for middle-market companies, real estate developers, and family offices that need in-house judgment without an in-house payroll. He works alongside the executive team on vendor agreements, board governance, risk management, and regulatory compliance across multiple jurisdictions, and he prefers to be in the conversation before a decision is made rather than after.

Labor, Employment & Executive Compensation

David drafts the agreements that govern how companies hire, retain, and part ways with executives and high-producing personnel. He writes restrictive covenants built to hold up when they are tested, and he defends companies when an employment dispute reaches arbitration or court.

• Drafts and negotiates executive employment agreements, severance packages, and compensation frameworks.
• Drafts and enforces restrictive covenants, including non-competes, non-solicitation, and non-disclosure agreements.
• Historical Achievements:
  • Drafted and negotiated highly sophisticated executive employment agreements, independent contractor agreements, and restrictive covenants for C-suite leadership and high-producing brokerage personnel.
  • Defended a large mental health facility against a former executive, securing a "take-nothing" award on retaliation claims while obtaining an affirmative award exceeding $200,000 on counterclaims for fraud and breach of fiduciary duty.

Securities Litigation & FINRA Arbitration

David represents investors on one side of FINRA arbitration and registered representatives and broker-dealers on the other, so he knows how each side builds and values a case. He handles matters from intake through settlement or final award.

• Represents registered representatives and broker-dealers in FINRA regulatory proceedings and compliance investigations.
• Advises captive FINRA-registered broker-dealers on regulatory compliance and operational frameworks.
• Negotiates transition agreements for brokers moving between firms, including non-competition, non-solicitation, forgivable loans, and deferred compensation packages.
• Historical Achievements:
  • Represented customers in FINRA arbitrations, successfully recovering tens of millions of dollars for hundreds of clients from initial intake through final settlement or arbitration award.
  • Resolved a complex 27-claimant FINRA arbitration involving suitability, supervision, and securities-related claims for broker-dealers.

Education

• J.D., cum laude, South Texas College of Law, 2011
• B.S., Criminal Justice, Texas State University, 2007

Admissions to Practice

• State of Texas
• U.S. District Court for the Southern District of Texas
• U.S. District Court for the Eastern District of Texas
• U.S. District Court for the Western District of Texas
• U.S. Bankruptcy Court for the Southern District of Texas

Prior Experience

• Vice President, Counsel & Risk Management | PCR Real Estate Holding Company, LLC (Partners)
• Partner, Commercial Litigation and Professional Liability | Lewis Brisbois Bisgaard & Smith, LLP
• Partner | Gregor, Wynne & Arney, LLP
• Associate Attorney | Moulton, Wilson & Arney, LLP