DrinkPAK v. PRIII/Crow Building C

• Court: Texas Business Court
• Decided: May 14, 2026
• Docket: 26-BC08A-0007
• Status: Published

Opinion

FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 5/14/2026 2026 Tex. Bus. 27

THE BUSINESS COURT OF TEXAS EIGHTH DIVISION

DRINKPAK, LLC, § § Plaintiff, § § v. § Cause No. 26-BC08A-0007 § PRIII/CROW BUILDING C, LP and § TRAMMELL CROW COMPANY, LLC, § § Defendants. §

MEMORANDUM OPINION

¶1 On March 27, 2026, Plaintiff DrinkPAK, LLC (“DrinkPAK”) filed its Motion

to Remand and Brief in Support (“Remand Motion”). Defendants PR III/Crow Building C,

LP (“PR III”) and Trammel Crow Company, LLC (“TCC”) (together with PR III,

“Defendants”) filed their Response in Opposition to Plaintiff’s Motion to Remand on April

9, 2026 (“Response”). Defendants also filed a post-submission Brief in Support of

Defendants’ Rule 91a Motion to Dismiss and Brief in Opposition to Plaintiff’s Motion to

Remand on April 16, 2026. The Court issued its Order Granting Plaintiff’s Motion to

Remand (“TBC Remand Order”) on April 17, 2026, and stated an opinion further

explaining its ruling would be forthcoming. This is the Court’s opinion. I. BACKGROUND

¶2 DrinkPAK is a canned-beverage manufacturer. Plaintiff’s First Amended

Petition (“First Am. Pet.”) at 2. PR III owns warehouse sites in the Dallas–Fort Worth area,

and TCC is a commercial real estate development broker/entity with various industrial

development projects in the DFW metroplex. Id. at 3. In July 2023, DrinkPAK entered

into a multi-million-dollar contract (the “Lease”) with PR III to lease 1.3 million square

feet of rental space (“Leased Building”) and build-to-suit a beverage manufacturing site

(“35 Eagle”). Id. at 3-4. DrinkPAK claims TCC, as PR III’s broker, communicated with

DrinkPAK about Eagle 35’s construction development but never informed DrinkPAK of

Eagle 35’s “slab failure, or threats of [foundation] compaction and sinking.” Id. at 6. As

early as October 2023, DrinkPAK allegedly realized 35 Eagle was plagued by extensive

foundation failures. Id. at 5.

¶3 Beginning in January 2024, DrinkPAK and PR III exchanged

communications concerning the Leased Building and 35 Eagle. First Am. Pet., Ex. A, at 12.

By March 2024, the parties each sent demand letters seeking millions of dollars in

damages. Id. at 13. In November 2025, DrinkPAK sued PR III and TCC in Denton County,

Texas’ 431st Judicial District alleging multiple fraud and negligence-based claims, and

breach of an implied warranty of suitability. First Am. Pet. at 11-22. DrinkPAK served PR

III on December 12, 2025. Remand Mot. at 3. PR III invoked diversity jurisdiction and

removed the lawsuit to the United States District Court for the Eastern District of Texas—

Sherman Division. Id. at 3 n.2. DrinkPAK served TCC on December 15, 2025. Id. at 3.

DrinkPAK and the Defendants filed a Joint Stipulation and Requested the federal court

MEMORANDUM OPINION | PAGE 2 remand the action back to Denton County on January 15, 2026. Id. at 4. Accordingly, the

lawsuit was remanded back to Denton County. See id.

¶4 After the federal remand, Defendants filed their Answer and Counterclaim on

March 3, 2026, and their Notice of Removal to the Business Court of Texas (“TBC Removal

Notice”) on March 10, 2026. Resp. at 4. DrinkPAK filed its Remand Motion on March 27,

2026, asking the Business Court to remand the matter back to Denton County. Remand

Mot. at 9. The Court issued the TBC Remand Order on April 17, 2026.

¶5 The crux of DrinkPAK’s Remand Motion is that Defendants’ TBC Removal

Notice is statutorily untimely. Remand Mot. at 1, 5-6, 9 (citing TEX. GOV. CODE. §

25A.006(f)(1), TEX. R. CIV. P. § 355(c)(2)(A). In response, Defendants maintain (1)

DrinkPAK’s Original Petition “did not provide an objective[] . . . amount in controversy”

to satisfy the Business Court’s jurisdictional threshold and (2) Defendants ascertained

quantified damages only after PR III filed its counterclaim. Resp. at 2.

II. LEGAL STANDARD

¶6 The Business Court has civil jurisdiction concurrent with district courts in

qualified transactions where the amount in controversy exceeds $5 million. TEX. GOV.

CODe § 25A.004(d). The Texas Rules of Civil Procedure and the Texas Government Code

govern removal procedures using a parallel and complementary framework. See TEX. R.

CIV. P. 355(c)(2)(A); TEX. GOV. CODE § 25A.006(f). To start, an action within the Business

Court’s jurisdiction may be filed in the Business Court. TEX. GOV. CODE § 25A.006(a). Any

party to a district court action within the Business Court’s jurisdiction may remove the

action to the Business Court. TEX. R. CIV. P. 355(c)(2)(A); TEX. GOV. CODE § 25A.006(f).

MEMORANDUM OPINION | PAGE 3 Further, the action may be removed at any time upon consent of all parties. TEX. R. CIV. P.

355(c)(1); TEX. GOV. CODE § 25A.006(f). However, if removal is contested, the removing

party has a 30-day window to file its removal notice. TEX. R. CIV. P. 355(c)(2)(A)-(B); TEX.

GOV. CODE § 25A.006(1)(2)(A)-(B). If contested, the removal notice must be filed within

30 days from the later of the following:

(A) [T]he date the party requesting removal of the action was served with process in accordance with rules adopted by the supreme court; or

(B) [T]he date the party requesting removal of the action discovered, or reasonably should have discovered, facts establishing the business court’s jurisdiction over the action.

TEX. GOV. CODE § 25A.006(f)(1)(A)-(B). The party seeking removal bears the burden of

establishing jurisdiction. See TEX. GOV’T CODE §§ 25A.006(d), (f); Black Mountain SWD,

LP v. NGL Water Sols. Permian, LLC, 2025 Tex. Bus. 24, ¶ 10, 718 S.W.3d 281, 286 (8th

Div. 2025).

III. ANALYSIS

A. Defendants’ Removal Notice is Untimely

¶7 Defendants failed to satisfy either statutory prerequisite for timely removal.

See TEX. GOV. CODE § 25A.006(f)(1)(A)-(B). Indeed, their TBC Removal Notice invoked

the Business Court’s jurisdiction. See TEX. GOV. CODE § 25A.004(b). But Defendants faced

a statutory roadblock when DrinkPAK opposed the removal. As stated above, because

DrinkPAK did not consent, Defendants needed to file their TBC Removal Notice no later

than 30 days after the later of (1) the date they were served with process or (2) the date they

discovered facts establishing the Business Court’s jurisdiction. See TEX. GOV. CODE §

MEMORANDUM OPINION | PAGE 4 25A.006(f)(1)(A)-(B). Defendants did neither. First, Defendants did not file their TBC

Removal Notice within 30 days of service. See id. at § 25A.006(f)(1)(A). DrinkPAK served

PR III on December 12, 2025, and served TCC three days later, on December 15, 2025.

Thirty days after the latest service date (December 15, 2025) is January 14, 2026.

Defendants filed their TBC Removal Notice on March 10, 2026, well beyond their statutory

deadline.

¶8 Next, Defendants did not file their TBC Removal Notice within 30 days after

discovering facts establishing the Business Court’s jurisdiction. See TEX. GOV. CODE §

25A.006(f)(1)(B). Defendants argue DrinkPak’s Original Petition did not provide an

objectively ascertainable basis to determine whether the amount in controversy exceeded

$5 million because the pleading only alleged damages “over $1 million” in accordance with

Texas Rule of Civil Procedure 47. Resp. at 2. Defendants’ construction is far too narrow.

¶9 It is true that a Rule 47 allegation seeking relief “over “$1 million” does not,

standing alone, conclusively establish the Business Court’s jurisdiction. See, e.g., OWL

AssetCo 1, LLC v. EOG Res., Inc., 2025 Tex. Bus. 30, ¶ 14, n.4, 2025 WL 2306527, at *3

(8th Div. 2025) (holding allegations exceeding $1 million do not automatically establish

the jurisdictional amount in controversy). But the jurisdictional inquiry does not end with

the generic Rule 47 pleading requirement. The relevant question under Section

25A.006(f)(1)(B) is when Defendants discovered, or reasonably should have discovered,

facts establishing the Business Court’s jurisdiction. In making that determination, the

Business Court may consider the petition as a whole, the nature of the claims asserted, the

underlying transaction, and other evidence bearing on the amount in controversy. C Ten 31

MEMORANDUM OPINION | PAGE 5 LLC ex rel. SummerMoon Holdings LLC v. Tarbox, 2025 Tex. Bus. 1, ¶¶ 35, 53, n. 68, n.

108, 708 S.W.3d 223, 238, 244 (3rd Div.). For example, the Court may examine the

monetary terms of the underlying transaction itself in determining whether the amount in

controversy plausibly exceeds the jurisdictional threshold. See Yaun v. Battle & Sands

Energy Corp., 2026 Tex. Bus. 9, ¶ 11, 2026 WL 598409, at *3 (11th Div. 2026) (examining

lease terms to determine the “possibility” and “plausibility” that landlord’s damage claim

exceeds $5 million).

¶ 10 Here, the petition, the Lease, and the parties’ pre-suit correspondence left no

reasonable doubt that the amount in controversy exceeded $5 million well before

Defendants filed their TBC Removal Notice. Therefore, Defendants discovered, or should

have discovered, the jurisdictional facts no later than their respective service dates.

1. The Lease’s terms established jurisdictional facts.

¶ 11 The Lease’s express terms suggest Defendants discovered the amount in

controversy triggered the Business Court’s jurisdiction, at the latest, on TCC’s service date.

DrinkPAK and PR III entered into the Lease on July 21, 2023. Remand Mot. at 57-58.

Under the Lease, DrinkPAK contracted to build a 1,250,743 square foot beverage

manufacturing facility and pay PR III roughly $700,000-$1,054,000 each month for 12

years. Id. at 12, 16-17. By its terms, DrinkPAK contracted to pay PR III more than $100

million over the 12-year lease period. Id. at 57-58. PR III is a party to the Lease and made

aware of its terms on the contracting date (July 21, 2023). See id. at 57-58. As PR III’s

broker, TCC was aware, or should have been aware, of the Lease’s terms when PR III

contracted with DrinkPAK.

MEMORANDUM OPINION | PAGE 6 ¶ 12 It is wholly unreasonable that Defendants—parties to a contract

cumulatively netting them over $100 million—now claim they were unaware the amount

in controversy would exceed $5 million. As a commercial landlord and its broker, PR III

and TCC knew, or should have known, by the Lease’s express monetary amounts that any

litigation concerning the Leased Building and/or 35 Eagle would concern several millions

of dollars. For jurisdictional purposes, PR III and TCC were made aware of DrinkPAK’s

lawsuit when DrinkPAK served them on December 12 and 15, 2025, respectively. See

Yaun, 2026 Tex. Bus. 9 at ¶ 11 (holding the “possibility—plausibility, even” that the

amount could exceed the minimum was enough to confer jurisdiction). But, as prudent

players in the Dallas–Fort Worth commercial real estate market, Defendants already knew

from the Lease’s express terms that the dispute concerned well-over $5 million. Therefore,

the Court concludes that Defendants “discovered” the amount in controversy triggered the

Business Court’s jurisdiction, at the latest, on December 15, 2025—TCC’s service date.

2. The parties’ pre-suit correspondence established jurisdictional facts.

¶ 13 DrinkPAK and Defendants’ pre-suit demand letters put Defendants on notice

that any potential litigation could fall under the Business Court’s jurisdictional umbrella.

As early as March 7, 2024, DrinkPAK sent PR III a Demand Letter seeking over $145

million in damages in connection with the Lease and TCC’s allegedly fraudulent

misrepresentations. See Remand Mot. at Ex. A, 13. On March 21, 2024, Defendants

responded with a letter seeking “millions of dollars in unpaid amounts under the Lease.”

Id.; Ex. A, 13. Nearly a year later, on March 24, 2025, provided DrinkPAK with an

accounting claiming $50,524,831 in damages. Id. at 6. The parties’ letter exchanges bely

MEMORANDUM OPINION | PAGE 7 PR III and TCC’s contention that DrinkPAK’s pleaded damages “did not provide an

objective[] . . . amount in controversy” to satisfy the Business Court’s jurisdictional

threshold. Resp. at 2. Rather, the parties’ correspondence reflect Defendants knew

DrinkPAK sought damages nearly 30 times higher than the Business Court’s jurisdictional

threshold, even though it broadly pleaded relief “over $1,000,000.” First Am. Pet. at 2.

Moreover, Defendants themselves demanded damages from DrinkPAK nearly 10 times

higher than the Business Court’s jurisdictional floor. Therefore, the Court concludes the

Defendants “discovered” the requisite amount in controversy when they learned they were

defendants to the lawsuit on their respective service dates.

B. Defendants’ Unavailing Arguments

1. PR III’s counterclaim does not reset the removal clock.

¶ 14 Filing a counterclaim does not create a new action and does not trigger the

statutory 30-day removal. The 30-day removal clock starts when Defendants are served or

when Defendants discovered facts establishing the Business Court’s jurisdiction over the

action, whichever is later. TEX. GOV. CODE § 25A.006(f)(1)(A)-(B). “The common

meaning of the term ʻaction’ refers to an entire lawsuit or cause or proceeding, not to

discrete ʻclaims’ or ʻcauses of action’ asserted within a suit, cause, or proceeding.” Jaster

v. Comet II Const., Inc., 438 S.W.3d 556, 563-64 (Tex. 2014). The plain meaning of

“claim” is “the assertion of an existing right; any right to payment or to an equitable

remedy,” and “the aggregate of operative facts giving rise to a right enforceable by a court.”

Torch Energy Advisors Inc. v. Plains Expl. & Prod. Co., 409 S.W.3d 46, 56 (Tex. App.—

Houston [1st Dist.] 2013, no pet.). Thus, a “cause of action may exist before a suit is

MEMORANDUM OPINION | PAGE 8 instituted.” Magill v. Watson, 409 S.W.3d 673, 679 (Tex. App.—Houston [1st Dist.] 2013,

no pet.). The Business Court’s governing removal statute refers to the “action[’s]”

removal. TEX. GOV. CODE § 25A.006(f)(1)(A)-(B). The Business Court has established an

action encompasses all claims and counterclaims. Sun Metals Grp., LLC v. Yu, 2026 Tex.

Bus. 1, ¶ 3 , 2026 WL 37435, at *1 (1st Div 2025) (citing Yadav v. Agrawal, 2025 Tex.

Bus. 7, ¶ 41, 708 S.W.3d 246, 258 (3d Div. 2025)).

¶ 15 Defendants argue they timely filed their TBC Removal Notice on March 10,

2026, because their removal deadline began seven days earlier, on March 3, 2026, when

PR III filed its counterclaim and lifted the amount in controversy above $5 million. Resp.

at 5. They contend the cause of action, for the Business Court’s jurisdictional purposes, did

not commence when DrinkPAK filed its Original Petition on November 26, 2025. Id. at 3.

Instead, they claim DrinkPAK’s broad amount in controversy was insufficient to trigger the

Business Court’s jurisdiction until they filed their counterclaim. Id. at 3. Said differently,

Defendants argue that, until Defendants’ counterclaim, no cause of action existed in which

to trigger the statutory 30-day removal window. Id. at 3, 5.

¶ 16 Defendants’ argument is flawed. Section 25A.006 (f) is available only when

an action exists. See TEX. GOV. CODE § 25A.006 (f)(1)(B). Defendants’ assertion wrongly

conflates “claim” with “cause of action.” Permitting a counter-plaintiff to utilize its own

counterclaim to negate an action’s already-established jurisdiction would open a

jurisdictional exit-door to every counter-plaintiff. Nothing could prevent counter-plaintiffs

from pleading jurisdictional facts to forum-shop, stall litigation, etc. This end is

unsupported by both statute and case law, and undoubtedly not aligned with the

MEMORANDUM OPINION | PAGE 9 Legislature’s intent. Tex. Dept. of Protective and Regul. Serv. v. Mega Child Care, 145

S.W.3d 170, 176 (Tex. 2004) (when construing a statute, the court’s primary objective is to

ascertain and give effect to the Legislature's intent). Defendants’ counterclaim filing did

not create a new “action” that resets all statutory clocks and guidelines; Defendants filed

their “claim,” adding it to the already pending “action.” See In Re T. Bently Durant, 720

S.W.3d 438, 442 (Tex. App.—15th Dist. 2025) (stating an “action” refers to the entire

lawsuit).

¶ 17 The action’s jurisdictional facts were readily apparent on November 26,

2025, the date DrinkPAK filed its Original Petition in Denton County. Accordingly, the

Court concludes the Defendants discovered the jurisdictional facts no later than their

service dates. Defendants filed their TBC Removal Notice on March 10, 2026, far beyond

the 30-day statutory mandate.

2. Texas Rule of Evidence 408 does not bar the Court from considering pre-suit correspondence to determine jurisdiction.

¶ 18 Texas Rule of Evidence 408 does not preclude the Court from considering

pre-suit demand letters to determine when Defendants discovered the Business Court’s

jurisdiction. Rule 408 concerns compromise offers and negotiations. TEX. R. EVID. 408.

Under the Rule, the following are inadmissible to prove or disprove a claim’s validity:

(1) furnishing, promising, or offering—or accepting, promising to accept, or offering to accept—a valuable consideration in compromising or attempting to compromise the claim; and

(2) conduct or statements made during compromise negotiations about the claim.

MEMORANDUM OPINION | PAGE 10 TEX. R. EVID. 408 (a)(1)-(2). However, a court may admit compromise offers and

negotiations “for another purpose, such as proving a party’s or witness’s bias, prejudice, or

interest, [or] negating a contention of undue delay.” TEX. R. EVID. 408(B).

¶ 19 In Texas, offers of settlement are not admissible to prove a claim’s liability,

invalidity, or amount at trial. Ford Motor Co. v. Leggat, 904 S.W.2d 643, 649 (Tex. 1995)

(orig. proceeding); Tatum v. Progressive Polymers, Inc., 881 S.W.2d 835, 837 (Tex. App.—

Tyler 1994, no writ). However, Rule 408 does not bar the admission of settlement offers

when offered for another relevant purpose. TEX. R. EVID. 408(b); Barrett v. U.S. Brass

Corp., 864 S.W.2d 606, 633 (Tex. App.—Houston [1st Dist.] 1993), rev’d on other grounds

sub nom. Amstadt v. U.S. Brass Corp., 919 S.W.2d 644 (Tex. 1996); Portland Sav. & Loan

Ass’n v. Bernstein, 716 S.W.2d 532, 537 (Tex. App.—Corpus Christi 1985, writ ref’d n.r.e.)

(settlement negotiations admitted to show alleged misrepresentative statements, not

admitted to prove the claim liability). Thus, an offer or demand for settlement may be

admissible for another purpose, such as to demonstrate bias or prejudice. Gen. Motors Corp.

v. Saenz, 829 S.W.2d 230, 243 (Tex. App.—Corpus Christi 1991), rev’d on other grounds,

873 S.W.2d 353 (Tex. 1993); St. Paul Reinsurance Co. v. Greenberg, 134 F.2d 1250, 1254-

55 (5th Cir. 1998) (admitting pre-suit letters to establish federal amount in controversy).

Whether evidence is impermissibly offered to prove liability or offered for another valid

reason is a matter within the court’s discretion and requires the court to conduct a balancing

test to determine whether the proffered evidence is admissible. Tatum, 881 S.W.2d at 837;

John Deere Co. v. May, 773 S.W.2d 369, 373 (Tex. App.—Waco 1989, writ denied).

MEMORANDUM OPINION | PAGE 11 ¶ 20 Defendants argue the parties’ pre-suit demand letters are inadmissible

correspondence under Rule 408, claiming the Rule prohibits the letters from being admitted

to prove the amount in controversy. See Resp. at 2-3; 8 (emphasis added). Indeed, as stated

above, Rule 408 elicits parameters around proving or disproving claim amounts. But Rule

408 is a trial vehicle, and the matter before the Court is one of jurisdiction. See

Allstate Ins. Co. v. Evins, 894 S.W.2d 847, 850 (Tex. App.—Corpus Christi 1995, orig.

proceeding) (discussing jury’s ability to follow Rule 408 limiting instruction). Even so,

DrinkPAK’s offering aligns with the Legislature’s intent behind Rule 408’s “[]other

purposes” provision, as pre-suit communications are jurisdictional in nature. TEX. R. EVID.

408 (b); Mega Child Care, 145 at 176. As stated, the statute’s “other purposes” provision

permits settlement offers to determine a witness’ bias, prejudice, or interest—the provision

allows settlement offers to reveal a person/party’s mindset. TEX. R. EVID. 408(b).

¶ 21 The provision supports the Court’s pre-suit correspondence examination to

determine when PR III and TCC discovered the lawsuit’s amount in controversy. See id.

DrinkPAK does not offer the demand letters to establish the monetary amount they are

entitled to recover from Defendants; it offers the pre-suit correspondence to show

Defendants’ knowledge as relevant to the statutory removal timeline. The demand letters

illustrate PR III and TCC have long-known the amount in controversy soared above the

Business Court’s threshold. Defendants’ argument fails, as the pre-suit correspondence is

not offered to establish the parties are entitled to certain damages. The Court is accordingly

permitted to consider the pre-suit correspondence for jurisdictional purposes.

MEMORANDUM OPINION | PAGE 12 IV. CONCLUSION

¶ 22 Under the Business Court’s statute governing removal, Defendants’ TBC

Removal Notice was untimely filed. See TEX. GOV. CODE § 25A.006(f)(1)(A)-(B). Based on

the foregoing, the Court entered its TBC Remand Order granting DrinkPAK’s Remand

Motion.

________________________ Judge, Texas Business Court, Eighth Division SIGNED: May 14, 2026.

MEMORANDUM OPINION | PAGE 13