McNair Family business face more legal disputes, allegations of fraud and conspiracy

In a recent legal development, a contentious lawsuit involving Cary McNair, prominent figures within McNair Interests (MI), and Palmetto Trust Company (PTC) has emerged. 

Filed in Harris County Probate Court, the lawsuit centers on allegations of fiduciary duty breaches, fraudulent concealment, and civil conspiracy, as outlined by plaintiffs Palmetto Trust Company and McNair Interests GP LLC.

The lawsuit, initiated in November 2023, coincided with Cary McNair's legal efforts to obtain guardianship over his mother, Houston Texans Owner Janice McNair, and control over her estate. 

RELATED: Houston Texans owner is fighting son’s claims that she’s incapacitated and needs guardian

Concurrently, Palmetto Trust Company and McNair Interests GP LLC took legal action against Cary McNair, along with MI President Scott Schwinger and Vice President Wade Turner. 

The crux of the legal dispute revolves around employment agreements allegedly signed without board approval. These agreements allegedly granted significant benefits to executives in the event of McNair's removal from managerial positions, without proper disclosure to the board of Palmetto Trust Company.

The plaintiffs' case is built on several legal claims, including:

  1. Breach of Fiduciary Duties: Cary McNair, in his roles within McNair Interests and as trustee, is accused of breaching fiduciary duties owed to Palmetto Trust Company and the family trusts. The allegations focus on the execution of undisclosed employment agreements that purportedly favored executives under his control.
  2. Fraudulent Concealment: The lawsuit alleges that Cary McNair and Scott Schwinger intentionally concealed these employment agreements from Palmetto Trust Company and its board members, intending to mislead and prevent the rightful actions of the trustees.
  3. Civil Conspiracy: Additionally, the plaintiffs claim that Cary McNair, Scott Schwinger, and Wade Turner conspired to conceal the existence of these agreements and to breach fiduciary duties, ultimately causing harm to Palmetto Trust Company and McNair Interests.

Represented by Vinson & Elkins L.L.P., the McNair trust seeks damages, declaratory judgments, and legal costs. 


FOX 26 Senior Legal Analyst Chris Tritico says this is the culmination of Cary McNair losing the guardianship case, and the requests made to McNair by board members are items that an executive is expected to give to the company they work for.

"He manages the day-to-day operations, but he answers to the board," says Tritico. "When the board says we need to see this to perform our oversight duties, but you refuse, that's when you end up with things like this.  This probably plays out several times a year in Harris County. We don't hear anything about it. We know about this one because it's the Texans and the McNairs and billions of dollars."