Texas Business Court Quarterly Update – Q1 and Q2 2025

The Texas Business Court opened its doors on September 1, 2024—marking a new chapter in Texas commercial litigation. These specialized court divisions are expressly designed to make Texas a more attractive forum for businesses by streamlining the resolution of complex commercial and corporate governance disputes.

Since opening, the active divisions of the Business Court have released a steady stream of opinions that impact businesses operating in Texas and beyond. Most of these opinions have addressed novel jurisdictional issues attendant to the opening of a new court system with criteria that screens for significant business disputes. However, some of these opinions have comprehensively addressed substantive issues – such as the scope of fiduciary duties – that will develop Texas’s case law and form the core of the Texas Business Court’s function. We expect such decisions to multiply in the months to come, as more cases wind their way through the courts, and we will be monitoring them closely.

1. Fiduciary Duties

Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al., Cause No. 24-BC01B-0010, Business Court 1st Division (Mar. 10, 2025)¹

Two limited partners, Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP (the “Limited Partners”), sued the limited partnership’s controlling partner, managing general partner (together, the “Fiduciary Partners”), and various affiliated person and entities (with the Fiduciary Partners, “Defendants”) for breach of statutory and contractual fiduciary duties related to a forced “drag along” sale of the Limited Partners’ interests to a third party as part of a sale of the limited partnership. The Limited Partners alleged that the Defendants made deficient disclosures regarding the sale, accepted too low of a price, and structured the sale to benefit themselves at the Limited Partners’ expense. Several Defendants filed a motion for summary judgment on these claims, arguing that the Fiduciary Partners had properly complied with all statutory and contractual requirements in exercising its “drag-along” rights under the limited partnership agreement (the “LPA”), which modified the default fiduciary duties under Texas law.

After analyzing the duties a partner owes under the Texas Business Organizations Code (“TBOC”) and the LPA, the Court concluded that:

1. the TBOC replaces traditional fiduciary duties for partners except as provided otherwise in the TBOC;
2. fiduciary duties under the TBOC include duties of loyalty and care, as well as the obligation to perform such duties in good faith and in a manner the partner reasonably believes to be in the partnership’s best interest; and
3. although the TBOC generally prohibits complete elimination of such duties and obligations, it allows partners to include terms that are “not manifestly unreasonable” in a limited partnership agreement that (a) define specific conduct that does not violate them (or standards to measure good faith), and (b) “eliminate the obligation to perform their duties and exercise any rights and powers under the partnership agreement in a manner the partner reasonably believes to be in the partnership’s best interest.”

The Court also explained that, beyond the TBOC’s statutory duty to disclose information upon reasonable request, partners need not disclose information that is immaterial or about a partner’s self-interested conduct (if the partnership agreement lawfully permits such conduct), but must otherwise:

1. voluntarily disclose information as provided by the partnership agreement;
2. absent terms in a partnership agreement, voluntarily disclose information that would not normally be covered by a partnership agreement (such as service of a suit against the partnership); and
3. in all cases, not mislead the partnership or other partners in the vein of fraud by omission.

Finally, the Court noted that separate and sequential analyses are required to determine first, whether a partner complied with a duty, and then, even if so, if the partner discharged that duty in good faith or, if applicable, in a manner it reasonably believed was in the partnership’s best interest.

Applying this legal framework, the Court determined that the LPA minimized the Fiduciary Partners’ duties of loyalty and care to the greatest extent permitted under Texas law and agreed that partners would discharge any remaining duties in good faith to the fullest extent required under Texas law. The Court noted that the Limited Partners had agreed in the LPA to (along with other similar discretion-ceding terms) empower the Fiduciary Partners to exercise the drag-along rights “in their sole interest and discretion.” The Court found that movants complied with their minimized duties and did so in good faith, reasoning that it was not bad faith to lawfully exercise contract rights. On this basis, the Court largely granted the motion, explaining that the Court would not rewrite the LPA to change the risk allocation the Limited Partners had agreed to. However, the Court denied summary judgment on the Limited Partners’ claims that Defendants had not complied with their duties and good faith obligations in distributing and allocating sales proceeds (as opposed to initiating and running the sale itself), because the motion did not sufficiently address those theories.

Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al., Cause No. 24-BC01B-0010, Business Court 1st Division (Apr. 15, 2025)

Plaintiffs filed a motion for reconsideration of the Court’s summary judgment order. The Court rejected the previously made arguments on the same bases it articulated in the summary judgment opinion. The Court also rejected the Plaintiffs’ additional arguments. In particular, the Court held that the summary judgment opinion’s citation to Texas Beef Cattle Co. v. Green, 921 S.W.2d 203 (Tex. 1996) was proper for its general principle that one does not act in bad faith by exercising its lawful rights provided one does so “in a legal way.” Moreover, the Court rejected Plaintiffs’ argument that the summary judgment opinion had not considered whether the partnership agreement’s duty-minimizing terms were “manifestly unreasonable” and quoted the section of its opinion explaining that the forced sale term was “not so unthinkable, unfathomable, or impossible that a reasonable person in the parties’ positions could not have rationally agreed to [it].”

Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al., 24-BC01B-0010, Business Court 1st Division (May 22, 2025).

After the Court’s summary judgment ruling in Primexx, the parties requested a ruling on the limited partnership agreement (“LPA”) § 13.9’s effect on Primexx Energy Opportunity Fund, LP and Primexx Energy Opportunity Fund II, LP’s (“Plaintiffs”) claims against Christopher Doyle (“Doyle”), Primexx Energy Corporation’s CEO and director during the Callon sale, and the remaining defendants affiliated with Blackstone (the “Blackstone Defendants”). LPA § 13.9 provides a broad waiver of any obligations owed by, or recourse against, any of the Partnership’s non-partner officers, directors, and other fiduciaries under the LPA or by virtue of any other related instruments or oral representations. The Court ruled that LPA § 13.9 exempted Doyle and the remaining Blackstone Defendants from potential conspiracy, aiding and abetting, and knowing participation liability for actions related to the Callon sale. The Court reasoned that Doyle was within the class of persons exempted from liability because LPA § 13.9 protects against potential liability for non-parties notwithstanding LPA § 13.2 (which states that LPA shall not be construed to benefit other persons). Similarly, the Court held that the Blackstone Defendants were further protected because they qualified as “Affiliates” under the “Partner Affiliate” definition in LPA § 13.9. The Court went on to explain that this analysis did not contradict or void Business Organizations Code §§ 152.002(b)(2)-(4), which prohibits parties from eliminating certain unwaivable partner responsibilities, because (1) Doyle was not a Primexx partner and did not owe partner duties to Plaintiffs, and (2) LPA § 13.9 is a liability waiver only and does not function as a waiver of one partner’s duties towards another partner.

2. Jurisdiction

A.  Personal Jurisdiction

Primexx Energy Opportunity Fund, LP, et al. v. Primexx Energy Corporation, et al., Cause No. 24-BC01B-0010, Business Court 1st Division (Feb. 10, 2025).

At the outset of the Primexx case, several non-Texas based Defendants filed special appearances, arguing that Plaintiffs had not alleged the necessary facts to support the Court’s personal jurisdiction over them. Without reaching arguments regarding the sufficiency of those Defendants’ contacts with Texas, the Court held that those Defendants had waived objection to personal jurisdiction by making general appearances (i.e., filing answers) in an essentially identical, earlier Texas suit filed against them by Plaintiffs—notwithstanding that the earlier suit was in a different Texas court and under a different case number.

B.  Subject Matter Jurisdiction

Targa Northern Delaware, LLC v. Franklin Mountain Energy 2, LLC, et al., Cause No. 24-BC01B-0001, Business Court 1st Division (Mar. 28, 2025)

Targa Northern Delaware, LLC (“Targa”) sued Franklin Mountain Energy 2, LLC and Franklin Mountain Energy, LLC (collectively, “Franklin”) arising out of Defendants’ alleged failure to deliver natural gas Franklin produced in New Mexico to Targa under a gas purchase agreement (the “Agreement”). Franklin argued that the Court lacked subject matter jurisdiction because the case was actually a real property dispute involving mineral interests in New Mexico, given that the Agreement only provided gas to Targa by nature of the interest in “gas in place” (rather than produced gas). The Court explained that, although Texas courts lack jurisdiction to adjudicate title to real property outside of Texas, they retain jurisdiction over a dispute where the effect on realty is only “an incidental consequence of granting [the requested] relief.” The Court held that it had jurisdiction because the dispute centered on Defendants’ failure to deliver produced gas (i.e., personal property) under a contract and only “collaterally and incidentally” implicated Plaintiff’s interest in the “gas in place” (i.e., real property).

C.  Amount-in-Controversy Requirement

C Ten 31 LLC, directly & derivatively on behalf of SummerMoon Holdings LLC v. Tarbox, et al., Cause No. 24-BC03A-0004, Business Court 3rd Division (Jan. 3, 2025).

CTen 31 LLC (“CTen”) sued John Tarbox and Jordan Vimont (“Defendants”) in Texas district court for declaratory relief to determine the validity of Defendants’ removal from CTen’s board of directors due to alleged conflicts of interest. Defendants removed the case to the Texas Business Court. CTen moved to remand, arguing that the lawsuit, despite requesting only injunctive and declaratory relief, was required to, but did not, meet one of the amount-in-controversy thresholds for the Business Court’s jurisdiction.

Tex. Gov. Code. Ann. § 25A.004(e) gives the Business Court jurisdiction over actions seeking injunctive relief or a declaratory judgment “involving a dispute based on a claim within the court’s jurisdiction under Subsection (b), (c), or (d).” Subsections (b), (c), and (d) in turn grant jurisdiction over (1) certain business-affairs actions when the amount-in-controversy exceeds $5 million; (2) the same business-affairs actions, regardless of the amount-in-controversy, when a party is a publicly traded company; and (3) actions arising out of certain commercial transactions and violations of the Finance or Business & Commerce Code, when the amount-in-controversy exceeds $10 million.

Defendants argued that no amount-in-controversy requirement applied, because the lawsuit sought declaratory and injunctive relief and involved the sort of business-affairs actions articulated in Subsection (b). But the Court disagreed, interpreting the phrase “within the court’s jurisdiction,” as used in Subsection (e), to incorporate the amount-in-controversy requirements of the other jurisdictional bases referenced. Further, consistent with Fifth Circuit precedent interpreting the federal removal statute, the Court also held that compliance with the amount-in-controversy is determined by considering all claims at issue in the lawsuit, rather than assessed as a “per-claim minimum.”

Finally, as a procedural matter, the Court held that the party seeking removal is only required include a “plausible allegation” in its notice of removal that the amount-in-controversy exceeds the jurisdictional threshold, and need not attach supporting evidence. Rather, unlike federal courts, the Court held that the party seeking remand bears the burden of submitting evidence that refutes jurisdiction—after which the burden shifts to the party invoking jurisdiction to submit evidence that at least raises a fact issue. And, if a fact issue is raised, the Court held that the matter must then proceed to a trial wherein the party asserting jurisdiction must prove it by a preponderance of the evidence. In light of these conclusions, the Court carried the issue of remand and granted the parties 45 days to conduct discovery on the subjective value of the subject matter of the case.

ET Gathering & Processing LLC v. Tellurian Production LLC, 24-BC11A-0028, Business Court 11th Division (Mar. 11, 2025).

ET Gathering & Processing LLC (“ET”) sued Tellurian Production LLC (“Tellurian”) in the Texas Business Court, alleging that Tellurian breached a gas gathering agreement. ET alleged that the Business Court had jurisdiction over the dispute because the breach caused damages in excess of the $10 million amount-in-controversy requirement for “qualified transactions” under Tex. Gov. Code. Ann. § 25A.004(d). Tellurian filed a plea to the jurisdiction, arguing that ET inflated its alleged damages solely to obtain jurisdiction in the Business Court, pointing to a previous version of the lawsuit ET had filed (and later non-suited) in the District Court that had pled a lower damages amount. Tellurian also submitted various invoices related to the dispute that totaled only $8.2 million, and argued that the relevant contract did not entitle ET to the amount of damages alleged. The Court rejected Tellurian’s arguments and held that in the absence of proof of fraud or sham pleading, the plaintiff’s jurisdictional allegations are determinative of whether the amount-in-controversy requirement is met. The Court also noted that simply filing and non-suiting an earlier version of the lawsuit was not evidence of such a sham or fraud—and ultimately denied Tellurian’s plea to the jurisdiction.

D.  Qualified Transactions

Atlas IDF, LP v. Nexpoint Real Estate Partners, LLC, et. al., 25-BC01B-0004, Business Court 1st Division (May 13, 2025).

In February 2025, Atlas IDF, LP (“Atlas”) sued Nexpoint Real Estate Partners, LLC f/k/a HCRE Partners, LLC (“HCRE”) and Nancy Dondero (collectively, “Defendants”) to collect on promissory notes and a related guaranty. HCRE had initially executed two demand promissory notes in favor of Highland Capital Management, LP (“Highland”) equal to $2.3 million and $5 million (the “Notes”).  Highland later assigned the Notes to Atlas as part of a Purchase and Sale Agreement (the “PSA”). The Court, sua sponte, requested briefing on whether the jurisdictional requirement of Section 25A.004(d)(1) of the Government Code was met. That section provides the Texas Business Court has jurisdiction over certain commercial cases where:

1. the action arises out of a qualified transaction where:
   1. a party pays or receives, or is obligated to pay or is entitled to receive, consideration of at least $10 million; or
   2. a party lends, advances, borrows, receives, is obligated to lend or advance, or is entitled to borrow or receive money or credit with an aggregate value of at least $10 million; and
2. the amount-in-controversy exceeds $10 million, excluding interest, statutory damages, exemplary damages, penalties, attorney’s fees, and court costs.

The Court ultimately found that the requirements for jurisdiction were met. As a threshold matter, the Court held that the PSA, rather than the Notes themselves, was the focal “qualified transaction” for jurisdictional purposes because Atlas would not have cause for action but for the PSA. The Court found that the PSA met the $10 million consideration-value threshold for “qualified transactions” under Subsection 1—even though the principal amounts of the underlying Notes were less than $10 million—because Atlas, at the time of contracting, could have expected to receive aggregate value over the $10 million resulting from the Notes, when including interest. Finally, the Court found that the $10 million amount-in-controversy requirement was likewise met because the actual amounts owed to Atlas under the Notes when including interest exceeded that threshold at the time the lawsuit was filed. In doing so, the Court ruled that the exclusion of “interest” from the calculation of the amount-in-controversy in Section 25A.004(d) applies only to accessory items, such as statutory interest, rather than contractual interest.

G-Force & Associates, Inc., v. Chad Bloecher, et. al., 25-BC08A-0003 Business Court 8th Division (May 14, 2025).

G-Force and Associates Inc. (“G-Force”) and PrimeTech Automation LLC (“PrimeTech”) are competitors who provide industrial services, including automation and electrical ones, to commercial customers. Chad Bloecher and Chad Largent (together, and with PrimeTech, “Defendants”) were formerly employed by G-Force and signed employment agreements restricting their use of proprietary information after termination. In November 2024, Bloecher and Largent resigned from G-Force and immediately began working at PrimeTech (which Bloecher himself co-founded). Soon after, PrimeTech began submitting competing bids on projects G-Force had bid on and successfully took over at least one project from G-Force. In December 2024 G-Force sued Defendants in Hood County District Court for numerous claims, including misappropriation of trade secrets, breach of fiduciary duty, and tortious interference with an existing contract and prospective business relationships.

Defendants removed the case in February 2025 to the Texas Business Court. G-Force filed a motion to remand, arguing that the Court lacked jurisdiction because (1) removal was untimely, (2) the claims did not arise from a “qualified transaction” under Chapter 25A, and (3) the dispute did not satisfy the jurisdictional $10 million amount-in-controversy requirement under Chapter 25A. The Defendants alleged that the competing bids PrimTech submitted proved a basis for jurisdiction because they exceeded the value required for jurisdiction. The Court, however, interpreted the term “qualified transaction” in Chapter 25A to refer only to consummated agreements or contracts binding on all parties. But here, the Court found it had no jurisdiction because the bids at issue did not fit that definition because they were, by their nature, simply non-binding offers to enter in contract. Since its ruling on that issue was dispositive, the Court did not reach the questions regarding the timeliness of removal or the amount-in-controversy requirement.

Slant Operating, LLC, v. Octane Energy Operating, LLC, 24-BC08A-0002 Business Court 8th Division (May 23, 2025).

In October 2024, plaintiff Slant Operating, LLC (“Slant”) sued defendant Octane Energy Operating, LLC (“Octane”) in the Texas Business Court for breach of a letter agreement (the “Agreement”) between the two oil and gas well operators wherein each entity agreed to certain reciprocal waivers of any objections they had to the other’s “off-lease penetration point” permit applications. The Business Court ordered briefing on whether the Agreement constituted a “qualified transaction” for jurisdictional purposes. That question centered on whether the waiver contemplated by the Agreement, which was allegedly not honored, met (1) the $10 million consideration threshold for “qualified transactions” and (2) the $10 million amount-in-controversy requirement under Chapter 25A.

The Court held that Slant had sufficiently pled facts to establish both jurisdiction thresholds. The Court found that Slant’s evidence that the parties considered the reciprocal waivers to be a single contract and valued them at the time (both cumulatively and, as to the waiver allegedly breached, individually) at over $10 million—although its precise and future values were uncertain. This finding was bolstered because Octane did not present evidence to the contrary. The Court refrained, however, from determining that Chapter 25A’s jurisdictional requirements were met beyond the pleadings stage of the case, leaving the possibility that a subsequent finding of a lower value of the contract could deprive the Court of jurisdiction.

E.  Actions Regarding Governance

Jerry B. Reed v. Rook TX, LP, et al., 25-BC03A-0007, Business Court 3rd Division (June 18, 2025).

Jerry B. Reed (“Reed”) sued Rook TX, LP, Rook GP, LLC (collectively, “Rook”), and other defendants in Travis County District Court, alleging various equitable, negligence per se, and derivative claims related to the purported manipulation of a Texas lottery to claim a $95 million jackpot that he asserts he would have otherwise won. Among other allegations, Reed alleged that Rook had been created as part of a scheme to rig the lottery and for the purpose of concealing the identities of those involved—including by “misrepresenting the creation date of the entity” that claimed the jackpot—thereby violating Chapter 466 of the Government Code. Rook removed the suit to the Texas Business Court, 3rd Division, asserting that the Court had jurisdiction under Section 25A.004(b)(2) of the Government Code—which applies to “an action regarding the governance, governing documents, or internal affairs of an organization.” Reed moved to remand, arguing that the Court lacked jurisdiction because his claims could be proven through publicly available records and without reference to internal governance or governing documents.

Conducting an interpretive analysis of the statute, the Court concluded that it had jurisdiction under Section 25A.004(b)(2) because whether Rook was created to rig the lottery and for purposes of concealment fundamentally concerned Rook’s management and direction (“governance”), the validity of its formation (“governing documents”), and the duties of its governing persons (“internal affairs”)—even if those were not the only issues the lawsuit concerned. Moreover, the Court found that the allegations of Rook misrepresenting the creation date of the lottery-winning entity necessarily concerned the legal documents adopted to govern Rook’s formation. The Court also held that the public availability of such documents did not undermine its jurisdiction and further rejected Reed’s argument that it should apply a judicially-crafted predominance requirement on its statutory jurisdiction. The Court did, however, note that pleadings containing a “tangential reference” to a business’s governing documents or internal affairs would not automatically trigger Business Court jurisdiction under Section 25A.004(b)(2).

F.  Removal

Energy Transfer LP v. Culberson Midstream, 24-BC01B-0005, Business Court 1st Division (Oct. 30, 2024).

In April 2022, Energy Transfer LP, Energy Transfer Operating, LP, and ETC Texas Pipeline, Ltd. (“Plaintiffs”) sued Culberson Midstream LLC, Culberson Midstream Equity, LLC, and Moontower Resources Gathering, LLC (“Defendants”) in Dallas County District Court, alleging claims for breach of contract and declaratory judgment related to a gas gathering and processing agreement. The parties litigated the case for over two years in the District Court, before Plaintiffs removed the case to the Texas Business Court, 1st Division in September 2024—shortly after the Business Court opened for cases. The Court quickly requested briefing on what effect H.B 19—the legislation that created the Business Court—had on its authority to hear the case, and Defendants likewise promptly filed a motion to remand. The Court granted the motion to remand, holding that the plain text of H.B. 19 § 8, which specifies that “[t]he changes in the law made by this Act apply to civil actions commenced on or after September 1, 2024,” foreclosed any retroactive application of the statute’s removal provision to cases filed prior to that date.²

Synergy Global v. Hinduja Global, 24-BC01B-0007, Business Court 1st Division (Oct. 31, 2024).

On December 2019, Synergy Global Outsourcing, LLC (“Synergy”) sued Hinduja Global Solutions, Inc. and certain related parties (together “HGS”) in Dallas County District Court in connection with a business development contract dispute. The parties litigated the case for over five years before the District Court, until Synergy removed the case to the Texas Business Court, 1st Division shortly after it began accepting cases. As in other cases, the Court quickly requested briefing on what effect H.B 19—the legislation that created the Business Court—had on its authority to hear the case, which prompted HGS to file a motion to remand with its response to the Court’s request. The Court granted the motion, holding, consistent with Energy Transfer, that the plain text of H.B. 19 § 8 foreclosed any retroactive application of the statute’s removal provision to cases filed prior to that date.³

TEMA Oil & Gas Co. v. ETC Field Servs. LLC, 24-BC08B-0001, Business Court 8th Division (Nov. 6, 2024)

In March 2017, Tema Oil and Gas Company (“Tema”) sued ETC Field Services, LLC (“ETC”) in Tarrant County District Court for breach of contract and negligence arising out of ETC’s alleged failure to accept and purchase gas under the parties’ gas-purchase agreement. Shortly after the newly created Business Court opened on September 1, 2024, ETC removed the case to the Texas Business Court 8th Division. Tema filed a motion to remand, asserting that the removal was improper because the case was filed before September 1, 2024, and seeking sanctions for a purportedly frivolous removal. The Court granted the motion, reasoning (in accord with the 1st Division) that the plain language of H.B. 19 § 8 limits the applicability of the relevant removal provisions to suits filed on or after September 1, 2024, making ETC’s removal improper. Nevertheless, the Court concluded that there was no evidence the removal was frivolous and denied Tema’s request for sanctions.

Winans v. Berry, 24-BC04A-0002, Business Court 4th Division (Nov. 7, 2024)

In November 2022, Morning Star Winans (“Winans”) sued Luke B. Berry, M.D. (“Berry”) in Bexar County District Court for breach of fiduciary duty, fraud, and quantum meruit. After nearly two years of litigation, Winans removed the case to the Texas Business Court 4th Division shortly after it opened on September 1, 2024. Berry responded with a plea to the jurisdiction and motion for remand, based on the fact that the lawsuit commenced years before the September 1, 2024 cutoff in H.B. 19 § 8. Citing the 1st Division’s opinion in Energy Transfer, the Court granted Berry’s motion and remanded the case.

Jorrie v. Charles, 24-BC04B-0001, Business Court 4th Division (Nov. 7, 2024)

In November 2018, James Jorrie (“Jorrie”), managing member of AL Global Services, LLC (“AL Global”), sued his co-managers and AL Global itself (“Defendants”) in Bexar County District Court. Over the course of the next five years, the lawsuit expanded to include several new parties, counterclaims, arbitration, and interlocutory proceedings. In September 2024—one week before trial—Jorrie and some third-party defendants removed the case to the Texas Business Court 4th Division. Defendants also filed a notice that they consented to removal. The Court, however, sua sponte remanded the suit to the District Court, holding, in accord with the 1st and 8th Divisions, that H.B. 19 § 8 prohibits removal of cases filed prior to September 1, 2024. The Court also rejected the parties’ argument that the parties’ unanimous consent to removal was sufficient, explaining that jurisdiction cannot be consented to or waived, and that the Court is obligated to examine its own jurisdiction.

XTO Energy Inc. v. Houston Pipe Line Co. LP, ETC Katy Pipeline LLC, Energy Transfer Fuel LP, & Oasis Pipeline LP, 24-BC11B-0008, Business Court 11th Division (Nov. 26, 2024)

In 2021, XTO Energy, Inc. (“XTO”) sued Houston Pipe Line Company, LP, ETC Katy Pipeline, LLC, Energy Transfer Fuel, LP, and Oasis Pipeline, LP (“Defendants”) in Harris County District Court related to certain natural gas transportation charges incurred during Winter Storm Uri. Defendants removed the case in October 2024 to the Texas Business Court 11th Division. XTO filed a motion to remand, based on the lawsuit’s pre-September 2024 filing date. The Court granted the motion, adopting the 1st and 4th Divisions’ rationales that cases filed prior to September 1, 2024 are not removable under H.B. 19 § 8. However, the Court expressly did not address whether consensual removal of similar pre-September 2024 cases is permitted.

Seter v. Westdale Asset Management, Ltd., JGB Ventures I, Ltd., Joseph Beard, and Westdale Investments, L.P., 24-BC01A-0006, Business Court 1st Division (Dec. 16, 2024).

Christoper Seter (“Seter”) sued multiple defendants in Dallas County District Court prior to September 1, 2024. Those defendants later removed the case to the Texas Business Court 1st Division. Seter filed a Motion to Remand, which the Court granted—citing Energy Transfer, Jorrie, and Winans as determinative precedent thatlawsuits filed before September 2024 are not removable to the Business Court.

Lone Star NGL Product Servs. LLC v. EagleClaw Midstream Ventures, LLC & CR Permian Processing, LLC, 24-BC11A-0004, Business Court 11th Division (Dec. 20, 2024)

In 2021, Lone Star NGL Product Services LLC (“Lone Star”) sued EagleClaw Midstream Ventures, LLC and CR Permian Processing, LLC (“Defendants”) in Harris County District Court in connection with two natural gas purchase agreements. The parties filed a joint notice of removal to the Texas Business Court 11th Division in 2024 after entering into a post-September 1, 2024 agreement consenting to the Business Court’s jurisdiction. The Court, reaching the issue it refrained from reaching in XTO, held that H.B. 19 § 8 also prevented parties from consensually removing cases filed before September 1, 2024, because the legislation prohibited the Court’s jurisdiction from extending to such cases and the Court’s jurisdictional limits cannot be waived or consented to. However, the Court stayed its remand order pending the resolution of the parties’ permissive interlocutory appeal of the Court’s decision.[4]

Bestway Oilfield, Inc. v. Cox, et al. 24-BC11A-0016, Business Court 11th Division (Jan. 17, 2025)

In 2020, Bestway Oilfield, Inc. (“Bestway”) sued Jacob R. Cox and ServicePlus, LLC (“Defendants”) in Harris County District Court. In 2024, Bestway removed the case to the Texas Business Court 11th Division. Defendants initially opposed removal, but later consented. Citing the opinion in Lone Star, the Court held that consent did not make the case removable where removal is otherwise prohibited by the text of H.B. 19 § 8, which limits the Business Court’s jurisdiction to cases commenced on or after September 1, 2024.⁵

Osmose Utilities Servs., Inc. v. Navarro Cty. Electric Cooperative, 24-BC01A-0011, Business Court 1st Division (Jan. 31, 2025).

In September 2022, Eddie Martin filed a personal injury lawsuit in Dallas County District Court against multiple defendants, including Navarro County Electric Cooperative, Inc. (“NCEC”) and Osmose Utilities Services, Inc. (“Osmose”). NCEC settled with Martin in September 2024. A month later, Osmose filed a crossclaim against NCEC seeking declaratory relief and contractual indemnification for Martin’s claims against Osmose under a services agreement between the two co-defendant, to which NCEC quickly responded with a counterclaim for declaratory relief and breach of multiple agreements. Osmose then filed a notice of removal purporting to remove only its crossclaim and NCEC’s counterclaim to the Texas Business Court, 1^st Division—and NCEC moved to remand. Interpreting Texas Government Code Chapter 25A’s removal provision, the Court held that the undefined term “action” unambiguously refers only to lawsuits in their entirety, not to discrete claims or causes of actions within a lawsuit. And, since the underlying lawsuit was filed 2022, the Court granted the motion to remand, in conformity with its prior orders ruling that cases filed prior to September 2024 are not removable under the express language of H.B. 19 § 8.

Sebastian v. Durantl, et al., Cause No. 25-BC11A-0001, Business Court 11th Division (Feb. 4, 2025).

In July 2024, Ms. Sebastian filed an Original Petition for Divorce in Fort Bend County District Court. After September 1, 2024, the case expanded to include a Counterpetition for Divorce filed by Mr. Sebastian, and a Third-Party Petition that asserted individual and derivative claims against other defendants (the “Third-Party Defendants”) that the Sebastians filed jointly. The Third-Party Defendants removed those claims to the Texas Business Court 11th Division. Mr. Sebastian filed a motion to remand, which Ms. Sebastian joined. Although the third-party claims were filed after September 1, 2024, the Court joined the 1st Division’s decision in Osmose and held that discrete claims or portions of a lawsuit cannot be individually removed and that the relevant date for removal purposes is the date the lawsuit was originally filed. As a result, the Court granted the Sebastians’ motion to remand.

SafeLease Insurance Services LLC v. Storable Inc., et al., 25-BC03A-0001, Business Court 3rd Division (Feb. 10, 2025).

In December 2024, SafeLease Insurance Services LLC (“SafeLease”) sued Storable Inc. and certain related parties (collectively, “Storable”) in Travis County, Texas District Court, seeking a temporary restraining order (“TRO”) and injunctive relief (“TI”) to compel Storable to restore SafeLease’s access to certain facility-management software. In January 2025, the Travis County District Court granted the TRO but denied the TI. SafeLease then removed the case to the Texas Business Court Third Division, again, seeking a TRO and TI. The Court denied the TRO and set the TI for hearing. Before the TI hearing, Storable moved to remand the case, arguing that the 30-day removal window had lapsed because Storable had discovered facts establishing the removability of the case prior to when the lawsuit was filed (and more than 30 days prior to removal) and because the dispute did not satisfy the Court’s amount-in-controversy jurisdictional limits.

Interpreting the text of Section 25A.006 of the Government Code and Texas Rule of Civil Procedure 355, the Court reasoned that an action could be removed to Business Court if a notice of removal was filed within 30 days of either: (1) discovering the Business Court had authority to hear the action; or (2) the date on which a TI was granted/denied (if the TI was pending when the Business Court authority was discovered). Based upon this analysis, the Court denied the motion to remand because the text of the applicable statutes, as well as practical application of those statutes, established that 30-day removal clock should not begin before the date a party files an action. In addition, as to the amount-in-controversy, the Court disagreed with Storable’s argument that the Court did not have jurisdiction over the matter because The Texas Supreme Court and the Court have both recognized that amounts in controversy can be for the value of items and not just a sum of money.

Yadav v. Agrawal, et al., 24-BC03B-0003, Business Court 3rd Division (Feb. 11, 2025)

In May 2024, Sandeep Yadav (“Yadav”), individually and derivatively on behalf of 3T Federal Solutions, LLC (“3T Federal”), sued Rajeeva Agrawal and Poonam Agarwal (“Defendants”) in Travis County, Texas District Court for breach of fiduciary duty, unjust enrichment, and declaratory relief arising out of an ongoing corporate-governance dispute over control and management of 3T Federal. Defendants later removed the dispute to the Texas Business Court Third Division and filed amended counterclaims against Yadav. 3T Federal also filed a Petition in Intervention that sought to add several claims against new third-party defendants. Yadav moved to remand the dispute, arguing that the dispute existed prior to the Business Court’s jurisdiction, which began in September 2024. In granting the motion to remand, the Court cited the Business Court’s previous orders on the same issue in which the Court remanded lawsuits originally filed before H.B. 19 § 8’s September 2024 enactment date.

Cypress Town Ctr., Ltd. v. Kimco Realty Svcs, Inc., et al., Cause No. 24-BC11A-0013, Business Court 11th Division (Feb. 25, 2025).

In June 2022, Cypress Town Center., Ltd. (“Cypress”) sued Kimco Realty Services, Inc. and certain related parties (“Defendants”) in Harris County, Texas District Court for certain individual and derivative causes of action. Defendants removed to the Texas Business Court 11th Division in September 2024. Cypress moved to remand the dispute, arguing that the dispute existed prior to the Business Court’s jurisdiction, which began in September 2024. In granting the motion to remand, the Court cited the Business Court’s previous orders on the same issue in which the Court remanded lawsuits originally filed before H.B. 19 § 8’s September 2024 enactment date and the recent Fifteenth Court of Appeals decision affirming the 8th Division’s Tema decision. Defendants attempted to differentiate their case by noting that they added a publicly traded defendant after September 1, 2024. The court rejected this distinction, given that the issue was not whether the Court would otherwise have jurisdiction over the subject matter of the case, but rather whether H.B. 19 § 8 limited jurisdiction based on the filing date of the lawsuit.

In re J.W.B. Trust of 2007, et al., 25-BC04A-0003, Business Court 4th Division (Apr. 17, 2025)

In February 2024, Jason Berridge (“Berridge”), as next of friend for his three children, sued Joel Lee-Eric Jesse, trustee of three trusts set up for the benefit of Berridge’s children (the “Trustee”) in Bexar County, Texas Probate Court for breach of fiduciary duty. In February 2025, Berridge amended the petition to add more fiduciary duty claims against a new defendant. The new defendant removed the dispute to the Texas Business Court 4th Division. Berridge moved to remand the dispute, arguing that the dispute existed prior to the Business Court’s jurisdiction, which began in September 2024. Following its prior decisions, the Court granted the motion to remand because the lawsuit began prior to September 2024. The fact that the party seeking removal was added to the lawsuit after H.B. 19 § 8’s effective date—September 2024—did not change this outcome.

3. Miscellaneous

Tall v. Vanderhoef, 25-BC08A-0002, Business Court 8th Division (Apr. 21, 2025)

Jaime Tall (“Tall”) sued Scott Vanderhoef, Direct Care Source, LLC, and Heaven at Home, Inc. (collectively, “Defendants”) in the Texas Business Court 8th Division for various individual and derivative tort and contract claims related to her expulsion as a member and employee of Direct Care Source, LLC (“the Company”). In response, Defendants initiated arbitration proceedings—which were required under Tall’s employment agreement—and moved to stay Tall’s claims filed in the Business Court pending the arbitration’s conclusion. Tall then filed a second petition asserting eight additional claims primarily based on her status as a member of the Company, abandoning claims based on breach of her employment agreement. Defendants moved to dismiss the second petition’s breach of contract, fiduciary duty, fraud, and statutory claims as “baseless” under Rule 91a of the Texas Rules of Civil Procedure.

The Court partially granted the 91a motion to dismiss, dismissing Tall’s individual fiduciary duty claim but finding that the Defendants failed to show that the remaining claims were legally baseless. The Court, taking Tall’s allegations as true, found that Tall had sufficiently pleaded a basis for claims under the Texas Theft Liability Act, common law fraud, and breach of contract. Additionally, the Court determined that Defendants failed to show Tall’s fraud claims were based solely on allegations of contractual non-performance, meaning, they did not establish that her claim was barred by the economic loss rule. However, because Tall did not identify the basis for the existence of any fiduciary duty she alleged was breached, the Court concluded that there was no basis for a breach of fiduciary duty claim. The Court then granted the Defendants’ motion to stay pending arbitration, concluding that arbitrable issues over Tall’s expulsion from the Company were “inextricably interwoven” with issues in the lawsuit and that resolving those issues prior to proceeding with the lawsuit would promote judicial efficiency.

SafeLease Insurance Services LLC v. Storable Inc., et al., 25-BC03A-0001, Business Court Third Division (Mar. 11, 2025).

In SafeLease, SafeLease filed a motion for temporary injunction. The Business Court’s Third Division held a hearing and granted SafeLease’s Motion for Temporary Injunction. Storable filed a motion to reconsider the Temporary Injunction Order based on certain objections and a request to rule on its previously filed Motion to Exclude the opinions of one of SafeLease’s experts, who testified in support of Safelease’s claim. The Court denied the motion to reconsider, reasoning that exclusion of the expert testimony would not have altered the Court’s ultimate decision to grant the temporary injunction. The Court also noted that Storable’s Motion to Exclude was never properly set for hearing, and therefore, the Court never had a duty to rule on it. The Court also noted that the objection was otherwise untimely because it was filed after the hearing during which the expert testified. The Court noted any objections at the temporary injunction hearing itself were timely and had already been preserved, and that Storable would have further opportunities at future stages of the case to raise similar objections regarding the expert testimony. Separately, at Storable’s request, the Court agreed to amend the temporary injunction order to clarify that the temporary injunction findings were based on evidence presented at the temporary injunction hearing only and that either party could prove/disprove disputed facts at trial on the merits.

Westlake Longview Corp. and Westlake Chemical OPCP LP v. Eastman Chemical Co., 24-BC11B-0023, Business Court 11th Division (May 1, 2025).

Westlake Longview Corp. and Westlake Chemical Opco LP (collectively, “Westlake”) sued Eastman Chemical Co. (“Eastman”) for claims arising out of a contract for Eastman to supply ethylene to Westlake. The parties disagreed whether the protective order in the case should include a separate “Attorneys Eyes Only” (“AEO”) designation, which would prohibit competitors from viewing sensitive information and, if so, whether AEO material could be disclosed to the opposing party’s in-house counsel. The Court found that Eastman demonstrated a sufficient basis for including an AEO provision in the protective order and that the evidence did not support Westlake’s argument that its in-house counsel should be granted AEO access. The Court explained that, to determine whether information should be subject to AEO protection at all, it must use a burden shifting paradigm to balance the risk of disclosure to a competitor against the opposing party’s need for the information. Similarly, the Court explained that when deciding whether a parties’ in-house counsel should have access to the AEO information, the Court should balance the parties’ competing interests, including the risk of inadvertent disclosure by in-house counsel and the need for such information in the case.

NGL Water Sols. Permian, LLC v. Lime Rock Res. V-A, L.P., 25-BC11B-0005, Business Court 11th Division (May 20, 2025).

NGL Water Solutions Permian, LLC (“NGL”), an operator of wastewater disposal wells in the Permian Basin, filed for a declaratory judgment that NGL was not liable for alleged damages to LRR Pecos Valley, LLC (“Pecos Valley”). Pecos Valley owns mineral rights in the vicinity of one of NGL’s wells, and had alleged that NGL’s wastewater damaged their wells and related mineral interest. Pecos Valley filed a motion to transfer venue, asserting that Loving County, rather than the Harris County Business Court, was the proper venue because the matter was a real property dispute. NGL countered that Harris County was the proper venue pursuant to a venue selection clause included in the “Shut In Agreement,” which NGL contended was controlling in the underlying action. The Court granted Pecos Valley’s motion to transfer venue to Loving County under Tex. Civ. Prac. & Rem. Code § 15.011, reasoning that the essence of the dispute was an action for damages related to real property, rather than a contract dispute about the Shut In Agreement. Moreover, the Court determined that the venue selection clause of the Shut In Agreement did not supersede Tex. Civ. Prac. & Rem. Code § 15.011 because venue selection clauses are generally unenforceable in Texas unless the contract is a “major transaction.” The Court concluded the Shut In Agreement was not a “major transaction” because it had no value, imposed no monetary obligation on either party, and consideration was conditioned on the occurrence of events that never occurred. The Court also held that transfer was further appropriate because Tex. Gov. Code § 25A.006 (which allows for venue to be established if a written contract specifies a county) is merely permissive and is superseded by other mandatory venue provisions.

CreateAI Holdings, Inc. v. Bot Auto TX Inc., 24-BC11A-0007, Business Court 11th Division (May 13, 2025).

In October 2024, Create AI Holdings, Inc. (“Create”) filed its original petition, application for temporary restraining order, and application for temporary and permanent injunctions based on claims that Bot Auto TX, Inc. (“Bot”) misappropriated trade secrets under the Texas Uniform Trade Secrets Act. In December 2024, the Court denied the application for a temporary injunction, and Bot subsequently filed six counterclaims. The Court also granted Create’s motion to dismiss certain of Bot’s counterclaims under the mirror-image rule—which precludes a defendant from asserting a counterclaim that amounts to no more than a denial of the plaintiff’s claim—because the counterclaims did not assert a claim for affirmative relief.

¹ On June 3, 2025, the parties filed a Rule 11 agreement, which provided that Plaintiffs would dismiss, without prejudice, the remaining claims against the remaining defendants to allow the prior dismissal of other claims to become appealable upon final judgment. In accordance with that agreement, the Court entered an appealable final judgment on June 16, 2025, dismissing the remaining claims and parties without prejudice, recounting its dismissals of the other claims and parties from its prior orders, and otherwise denying all relief requested by the Plaintiffs.

² Plaintiffs sought appellate review of the Court’s remand order, both through a direct appeal and a petition for writ of mandamus. In February 2025, the Fifteenth Court of Appeals dismissed the appeal, concluding that a remand order is both not a “final” appealable order and not entitled to mandatory interlocutory appeal under any existing statute. It also denied the mandamus petition, finding that the Business Court’s order was not an abuse of discretion.

³ Synergy also sought appellate review of the Court’s remand order, both through a direct appeal and a petition for writ of mandamus. Incorporating its order and opinion in the Energy Transfer appeal and mandamus petition (which were issued the same day), the Fifteenth Court of Appeals likewise dismissed the appeal and denied the mandamus petition.

⁴ The Fifteenth Court of Appeals accepted the parties’ permissive interlocutory appeal in January 2024. The appeal was submitted and argued in April 2024, but no decision has been issued.

⁵ The Court initially stayed its remand order pending the outcome of the Fifteenth Court of Appeals decision on an appeal of the 1st Division’s similar interpretation of H.B. 19 § 8 in Synergy. The docket shows, however, that the parties resumed litigating the case before the Harris County District Court after the Court of Appeals denied the Synergy appeal.