FILED IN BUSINESS COURT OF TEXAS BEVERLY CRUMLEY, CLERK ENTERED 6/11/2026
2026 Tex. Bus. 39
THE BUSINESS COURT OF TEXAS ELEVENTH DIVISION
SOUTH SHORE ER, LLC, § § Plaintiff/Counter-Defendant, § § and § § SUCHMOR THOMAS, M.D. et al. § § Cause No. 26-BC11A-0039 Third-Party Defendants, § § v. § § AMIR BASHIRI et al., § § Defendants/Counter-Plaintiffs. §
═══════════════════════════════════════════════════════ MEMORANDUM OPINION AND ORDER DENYING PLAINTIFF SOUTH SHORE ER, LLC’S MOTION TO REMAND ═══════════════════════════════════════════════════════ INTRODUCTION
¶ 1. Before the Court is a Motion to Remand (the “Motion”) filed by
Plaintiff/Counter-Defendant South Shore ER, LLC (“SSER”) on May 5, 2026. 1
1 The Motion also was filed by Sarpreet Basra, M.D. However, on June 1, 2026, before the Motion could be heard, Dr. Basra was nonsuited from the case. Defendants/Counter-Plaintiffs Amir Bashiri (“Bashiri”) and Jean Joseph, M.D.
(“Dr. Joseph”) and Defendants Manvel Emergency Center, LLC (“MEC”); Brazos
Real Property Holdings, LLC (“BRPH”); Convenient Medical Partners, LLC
(“CMP”); TP ER Acquisitions, LLC (“TP ER”); Anna Bashiri (“Mrs. Bashiri”);
Adria, Inc. (“Adria”); Philip Zachariah, M.D. (“Dr. Zachariah”); and Joseph
Medical Group, PLLC (“JMG”) (collectively, “Manvel Group”) filed their response
on May 15, 2026. Defendants Stephen Wang (“Wang”) and BB&W Architects, LLC
(“BB&W”) (together with Manvel Group, “Defendants”) filed a separate response
the same day. SSER filed a reply on May 22, 2026. The Court heard the Motion on
June 4, 2026.
¶ 2. After reviewing the briefing, evidence, arguments of counsel, and
applicable law, the Court concludes that the Motion should be DENIED.
BACKGROUND
¶ 3. This case arises from the alleged diversion of a corporate opportunity
to open a stand-alone emergency center in Manvel, Texas.
A. The beginning of SSER
¶ 4. In 2021, Suchmor Thomas, M.D. (“Dr. Thomas”) formed SSER to own
and operate a stand-alone emergency medical facility in League City, Texas. 2 SSER
2 Pl.’s 5th Am. Pet. ¶ 19. MEMORANDUM OPINION AND ORDER, PAGE 2 is governed by a Company Agreement, amended in August 2021 (“Company
Agreement”). 3
¶ 5. The Company Agreement contains non-compete, non-solicitation, and
confidentiality provisions. 4 Of particular relevance, the non-compete prohibits
members from owning, operating, managing, or controlling a “Competing Business”
within ten miles of the SSER facility during the “Non-Compete Period.” 5
¶ 6. Dr. Thomas subsequently invited Bashiri to become a member and
manager of SSER. By oral agreement, Bashiri received a 15% membership interest in
the LLC in exchange for serving as its Chief Nursing Officer and Chief Operating
Officer. 6 Bashiri did not make a capital contribution to the LLC. 7
¶ 7. Sometime later, Dr. Joseph also became a member of SSER. 8
¶ 8. SSER alleges that both Bashiri and Dr. Joseph, as members of SSER,
were bound by the Company Agreement. 9
3 Ex. A to Pl.’s 5th Am. Pet. (Company Agreement). 4 Pl.’s 5th Am. Pet. ¶¶ 23–27; Company Agreement §§ 7.5(a) (Covenant Not to Compete), 7.5(b) (Covenant Not to Solicit), 7.4(b) (Members’ Duty to Not Disclose Confidential Information). 5 Company Agreement § 7.5(a). 6 Pl.’s 5th Am. Pet. ¶ 20. 7 Id. 8 Id. ¶ 21. 9 Id. ¶¶ 20–21. MEMORANDUM OPINION AND ORDER, PAGE 3 B. The planned expansion
¶ 9. In 2022, SSER began planning an additional emergency facility in
Manvel, Texas. 10 This planning involved identifying potential properties for
purchase, designing facility layouts, completing feasibility studies and market
analyses, and conducting site visits. 11 SSER asserts that this information is
confidential and proprietary. 12 Bashiri, as “one of the most active participants in
[SSER’s] expansion efforts,” had access to this information. 13
¶ 10. In or about 2023, Dr. Thomas informed Wang, an architect, that SSER
intended to retain his firm, BB&W, to help bring SSER’s expansion plans to
fruition. 14 Wang provided SSER with professional advice and recommendations
regarding possible locations in Manvel. 15
C. The alleged diversion
¶ 11. SSER alleges that Bashiri and Dr. Joseph “teamed up” with Dr.
Zachariah to conspire to divert the Manvel expansion opportunity from SSER to
themselves. 16
10 Id. ¶ 31. 11 Id. ¶¶ 31–32. 12 Id. ¶ 32. 13 Id. 14 Id. ¶ 34. 15 Id. 16 Id. ¶ 35. MEMORANDUM OPINION AND ORDER, PAGE 4 ¶ 12. According to SSER, this conspiracy resulted in the formation of BRPH,
the entity that purchased land in Manvel “that Bashiri had scouted on behalf of
[SSER] as part of [its] confidential site-selection process.” 17 BRPH purchased the
land (the “Manvel Property”) allegedly to compete directly with SSER’s planned
expansion. 18 Other entities controlled by the conspirators—including Adria, CMP,
and JMG—allegedly participated in the conspiracy by contributing funds. 19 MEC
was then formed by Bashiri, Dr. Joseph, and Dr. Zachariah to operate a forthcoming
stand-alone emergency medical facility less than two miles from SSER’s planned
site. 20 BRPH contracted with BB&W to design the competing facility. 21
¶ 13. SSER further alleges additional tortious conduct, asserting that:
• TP ER marketed the BRPH Manvel facility as “Manvel ER” despite SSER already having registered “Manvel ER, LLC” with the Texas Secretary of State;22
• Bashiri, Dr. Joseph, Dr. Zachariah, BRPH, MEC, BB&W, and Wang conspired to prevent SSER from obtaining a required special use permit for its planned expansion from the City of Manvel; 23
• Bashiri, Dr. Joseph, Dr. Zachariah, BRPH, and MEC solicited SSER employees; 24 and
17 Id. ¶ 36. 18 Id. 19 Id. ¶ 37. 20 Id. ¶ 38. 21 Id. ¶¶ 42–44. 22 Id. ¶ 45. 23 Id. ¶ 46. 24 Id. ¶ 47. MEMORANDUM OPINION AND ORDER, PAGE 5 • Bashiri took a physical file containing SSER’s confidential information related to the planned expansion, as well as other confidential information belonging to SSER, and has not returned it. 25
¶ 14. In August 2024, SSER voted to remove Bashiri and Dr. Joseph from the
LLC and terminate their membership interests. 26
D. Litigation ensues
¶ 15. SSER initiated litigation against Bashiri in December 2024 in a
Galveston County district court (“District Court”). SSER added the remaining
defendants via its Third Amended Petition filed on February 13, 2026. As part of its
alleged damages, SSER sought restitution from Bashiri in the amount of $1.84
million for distributions paid to him over a three-year period. 27 No other specific
damage amounts were alleged.
¶ 16. On February 23, 2026, Bashiri and Dr. Joseph filed their First
Amended Counterclaim 28 against SSER and managing members (Dr. Thomas,
Sarpreet Basra, M.D., and Stavan Vora), alleging wrongful removal. 29 On March 16,
25 Id. ¶¶ 48–49. 26 Id. ¶ 50. 27 See Pl.’s 3d Am. Pet. ¶¶ 32, 54–56. 28 The parties’ briefing indicates the filing and acceptance of the First Amended Counterclaim. However, upon review of the Galveston County record, the Court has been unable to locate a file-marked copy of the First Amended Counterclaim. The Court will accept that there exists a filed and accepted version of the First Amended Counterclaim and will cite to Exhibit E to SSER’s Motion as if it were a file-marked copy of the pleading. 29 Bashiri & Dr. Joseph’s 1st Am. Countercl. ¶¶ 18–24. MEMORANDUM OPINION AND ORDER, PAGE 6 2026, Wang and BB&W also filed counterclaims seeking a declaratory judgment of
non-liability. 30
¶ 17. SSER’s live pleading, the Fifth Amended Petition, was filed March 31,
2026. It asserts a broad array of business torts, statutory claims, and contract
actions: breach of contract, unjust enrichment, breach of fiduciary duty, fraud by
nondisclosure, civil conspiracy, aiding and abetting breach of fiduciary duty, trade-
secret misappropriation under the Texas Uniform Trade Secrets Act (“TUTSA”),
tortious interference with contract, tortious interference with prospective business
relations, unfair competition, trade-name infringement, theft under the Texas Theft
Liability Act, conversion, money had and received, and declaratory judgment. SSER
also requests an accounting of profits earned by several defendants and a
constructive trust over the Manvel Property.
¶ 18. Like prior iterations, the Fifth Amended Petition specifies only a single
dollar amount—the $1.84 million sought from Bashiri for unjust enrichment.
E. Removal to the Business Court
¶ 19. On April 22, 2026, Defendants filed their Joint Notice of Removal (the
“Notice”) in the Business Court. Defendants asserted they first learned of facts
establishing the Court’s jurisdiction on March 23, 2026, when SSER served an
30 Wang & BB&W Countercl. ¶¶ 5, 7. MEMORANDUM OPINION AND ORDER, PAGE 7 expert report quantifying its damages at over $16 million. 31 Defendants allege that
prior to the expert report, neither the Fifth Amended Petition nor any prior pleading
provided notice that the amount in controversy exceeds $5 million. 32 The Notice was
filed exactly 30 days after service of the expert report.
¶ 20. SSER now moves to remand, arguing that (1) a forum-selection clause
mandates litigation in Galveston County, (2) removal was untimely, and (3) SSER
does not consent to supplemental jurisdiction in the Business Court.
REMOVAL AND REMAND STANDARDS
¶ 21. Texas Government Code § 25A.006 and Texas Rule of Civil Procedure
355 govern the removal of cases from district courts to the Business Court. If all
parties to an action agree to removal, the case may be removed at any time during its
pendency. 33
¶ 22. If removal is contested, the removing party must file a notice of removal
within 30 days after the party “discovered, or reasonably should have discovered,
facts establishing the business court’s” jurisdiction over the case. 34 If a contested
31 Defs.’ Notice of Removal ¶¶ 33–34. 32 Id. Defendants also argue that prior to March 23, 2026, when SSER also filed its Fourth Amended Petition expressly alleging a claim under TUTSA, they also had no notice that SSER was pursuing claims that fall under the Court’s subject-matter jurisdiction pursuant to Texas Government Code § 25A.004. See id. ¶ 36. However, the Court disagrees. SSER first asserted a cause of action against Defendants for “trade secret misappropriation” in its Third Amended Petition. Pl.’s 3d Am. Pet. ¶¶ 71–74. The Business Court gained jurisdiction to hear cases related to the use of trade secrets on September 1, 2025, when § 25A.004(d)(4) went into effect. With that said, the additional amount-in-controversy hook was still lacking until the expert report was served on Defendants, as explained further in this Opinion. 33 TEX. GOV’T CODE § 25A.006(f); TEX. R. CIV. P. 355(c)(1). 34 TEX. GOV’T CODE § 25A.006(f)(1)(B); TEX. R. CIV. P. 355(c)(2)(A). MEMORANDUM OPINION AND ORDER, PAGE 8 removal is untimely, or if the Court lacks jurisdiction over a removed action, the
Court must remand the case back to the district court. 35
ANALYSIS
A. The Company Agreement contains an unenforceable venue-selection clause.
¶ 23. SSER first argues that remand is required because Section 12.3 of the
Company Agreement contains a “forum-selection clause” mandating that disputes
arising under the agreement be brought in Galveston County, Texas: 36
¶ 24. Defendants counter that Section 12.3 is an unenforceable venue-
selection clause. They argue that SSER fails to distinguish between forum- and
venue-selection clauses under Texas law, and that no statute permits the
enforcement of Section 12.3, including the major-transaction statute in the Texas
Civil Practice and Remedies Code. 37 The Court agrees.
35 See TEX. GOV’T CODE § 25A.006(d); TEX. R. CIV. P. 355(f)(1). 36 Company Agreement § 12.3. 37 See Manvel Group’s Resp. 11–15; Wang & BB&W Resp. ¶¶ 20–24; TEX. CIV. PRAC. & REM. CODE § 15.020. MEMORANDUM OPINION AND ORDER, PAGE 9 ¶ 25. Under Texas law, a critical distinction exists between forum-selection
and venue-selection clauses. A forum-selection clause “contractually selects the
adjudicative body in which jurisdiction is properly invoked, generally a nation or
state.” 38 Forum-selection clauses are “generally enforceable and presumptively
valid” unless shown to be unreasonable, the result of fraud, in contravention to
public policy, or selecting a forum that would be “seriously inconvenient for trial.” 39
¶ 26. A venue-selection clause, conversely, “selects the geographic place of
trial” within a given forum. 40 While “venue” generally refers to a particular county,
it may also refer to a particular court. 41 Venue-selection clauses are generally
unenforceable unless specifically authorized by statute. 42 One such statute is Texas
Civil Practice and Remedies Code § 15.020, which mandates enforcement of venue-
selection clauses in actions arising from “major transactions.” 43
¶ 27. “[N]ot all agreements can be neatly labeled as selecting either a forum
or a venue,” as some select both. 44 When a clause selects Texas as a forum and a
particular county as the venue for litigation, the provision may be characterized
38 Xia v. Floyd, 638 S.W.3d 821, 826 (Tex. App.—Fort Worth 2021, no pet.). 39 In re Laibe Corp., 307 S.W.3d 314, 316 (Tex. 2010) (per curiam). 40 Xia, 638 S.W.3d at 825; see also In re Fox River Real Est. Holdings, Inc., 596 S.W.3d 759, 762 (Tex. 2020, orig. proceeding) (“Venue refers to a ʻgeographic location within the forum where [a] case may be tried.’”). 41 In re OSG Ship Mgmt., Inc., 514 S.W.3d 331, 337 (Tex. App.—Houston [14th Dist.] 2016, orig. proceeding). 42 Tex. Mun. League Intergovernmental Risk Pool v. City of Hidalgo, No. 13-22-00250-CV, 2022 WL 3651986, at *5 (Tex. App.—Corpus Christi-Edinburg Aug. 25, 2022, pet. denied); see Hiles v. Arnie & Co., P.C., 402 S.W.3d 820, 828 (Tex. App.—Houston [14th Dist.] 2013, pet. denied). 43 Hiles, 402 S.W.3d at 828; see TEX. CIV. PRAC. & REM. CODE § 15.020(a)–(b). 44 In re OSG Ship Mgmt., Inc., 514 S.W.3d at 337. MEMORANDUM OPINION AND ORDER, PAGE 10 either as a “hybrid” clause—with the venue portion unenforceable 45—or a simple
venue-selection clause. 46 Under either characterization, the venue component is
enforceable only if authorized by statute.
¶ 28. Section 12.3 selects Galveston County as the place of litigation.
Whatever label is applied to the provision, its venue-selection component is
unenforceable unless expressly authorized by statute. The Court now considers
whether any such statutory authorization applies.
¶ 29. SSER argues that Section 12.3 is enforceable because the Company
Agreement is “part of a major transaction” under Texas Civil Practice and Remedies
Code § 15.020. 47 The Court sees things differently.
¶ 30. A “major transaction” is “a transaction evidenced by a written
agreement under which a person pays or receives, or is obligated to pay or entitled
to receive, consideration with an aggregate stated value equal to or greater than $1
million.” 48 Under § 15.020(b), if the defendant agreed in writing that an action
45 See, e.g., Dr. Mylissa’s Med. Boutique LLC v. Balboa Cap. Corp., No. 02-25-00271-CV, 2025 WL 3119021, at *6 (Tex. App.—Fort Worth Nov. 6, 2025, no pet.) (mem. op.) (finding that clause providing that “[y]ou submit to the jurisdiction of TX and agree that the TX state courts and/or the United States District Court for Travis County, TX[,] shall have exclusive jurisdiction over any action or proceeding to enforce this EFA or any action or proceeding arising out of this EFA” selected both a forum and a venue and that the venue- selection portion was unenforceable). 46 City of Hidalgo, 2022 WL 3651986, at *6 (“Here, the clause at issue expressly references venue, provides that venue lies ʻexclusively in the state and federal courts of Travis County, Texas,’ and that Texas is the forum state. We conclude that this provision is not a forum selection clause, but rather constitutes a venue selection clause.”). 47 Pl.’s Reply 7–8. 48 TEX. CIV. PRAC. & REM. CODE § 15.020(a). MEMORANDUM OPINION AND ORDER, PAGE 11 arising from the transaction at issue may be brought in a particular county, and the
transaction qualifies as a major transaction, suit must be brought in that county. If
the transaction is not a major transaction, the venue provision cannot be enforced. 49
¶ 31. SSER’s first theory—that the Company Agreement itself constitutes a
major transaction—fails on the face of the document. The Agreement does not state
the value of the consideration given for any membership interest. It sets forth each
member’s percentage interest, 50 but contains no stated value of consideration that
any member paid, was obligated to pay, or that SSER received or was entitled to
receive.
¶ 32. SSER argued at the hearing that Bashiri’s 15% interest had a stated
value of $1.84 million because that is what he received in distributions over three
years. 51 That argument, however, conflates the stated value of consideration with
distributions that accrued over time and were contingent on the company’s future
performance. The statute is precise: it asks for the “aggregate stated value” on the
face of the agreement. 52 Contingent or prospective amounts do not suffice. 53 Stated
49 See id. § 15.020(e). 50 Ex. A to Company Agreement. 51 See Pl.’s 5th Am. Pet. ¶¶ 33, 66. 52 See In re Togs Energy, Inc., No. 05-09-01018-CV, 2009 WL 3260910, at *1 (Tex. App.—Dallas Oct. 13, 2009, no pet.) (mem. op.) (“Under section 15.020(a), the parties’ agreement must contain the aggregate stated value of the consideration. Because the Settlement and Release Agreement does not contain this information, it fails to qualify as a ʻmajor’ transaction under section 15.020.”); Hughes v. Pearcy, No. 03-10- 00319-CV, 2014 WL 7014353, at *3 (Tex. App.—Dallas Dec. 8, 2014, pet. denied) (mem. op.) (citing In re Togs Energy, Inc., 2009 WL 3260910, at *1). 53 Hughes, 2014 WL 7014353, at *3 (finding no major transaction because payments in consideration were “conditioned on future, uncertain net sales”); NGL Water Sols. Permian, LLC v. Lime Rock Res. V-A, L.P., MEMORANDUM OPINION AND ORDER, PAGE 12 value, in short, means consideration that is fixed and ascertainable from the
agreement itself, not amounts that can be calculated only in hindsight. 54 Because no
such amount appears in the Company Agreement, the agreement is not a major
transaction as defined in § 15.020.
¶ 33. SSER’s second theory—that the Company Agreement is “part of” a
major transaction when read together with offering memoranda and subscription
agreements purporting to offer $1.375-million in membership units 55—fails for two
independent reasons. First, the evidence purporting to support this argument was
offered for the first time with SSER’s Reply brief, not its Motion. Evidence submitted
with a reply is untimely and deprives the opposing party of a fair opportunity to
respond. The Court declines to consider it on that basis, among others. 56
¶ 34. Second, even if the evidence had been timely and properly before the
Court, SSER’s theory rests on aggregating the consideration paid by all SSER
members for their collective membership interests. The statute does not permit that
approach. The phrase “a person” in the definition of “major transaction” is singular,
requiring that one person pay, receive, or be obligated to pay or entitled to receive
2025 Tex. Bus. 20, ¶ 19, 2025 WL 1445867, at *4 (11th Div.) (mem. op.) (finding no major transaction where agreement “state[d] no value” and “any potential consideration was conditioned on several events that never occurred”). 54 See id. 55 Pl.’s Reply 8. 56 For further explanation of the Court’s evidentiary rulings, see the concurrently filed Order Regarding Objections to and Motion to Strike South Shore ER, LLC’s and Sarpreet Basra, M.D.’s Reply Exhibits. MEMORANDUM OPINION AND ORDER, PAGE 13 consideration of $1 million or more. A transaction in which multiple persons each
contribute smaller amounts does not qualify as a major transaction merely because
their contributions, taken together, reach the statutory threshold. SSER has cited no
authority to the contrary, and the statute’s plain language forecloses the argument.
¶ 35. Accordingly, the venue-selection clause in Section 12.3 is
unenforceable. 57
B. Alternatively, even if Section 12.3 were enforceable, the Eleventh Division is “located in” Galveston County for purposes of venue.
¶ 36. Because the Court has concluded that the venue-selection clause in
Section 12.3 is unenforceable, the Court’s analysis under Section A is fully
dispositive of this ground for remand. However, as an alternative basis for its ruling,
and in the interest of creating a complete record, the Court notes that even if Section
12.3 were enforceable, removal to this Court would still be proper.
¶ 37. SSER contends that because the Eleventh Division does not maintain a
physical courthouse in Galveston County, Section 12.3 independently precludes
57 Apart from the venue-selection argument, Wang and BB&W argue that they are not subject to Section 12.3 because they are not signatories to the Company Agreement. Wang & BB&W Resp. ¶¶ 16–19. The Court agrees. Non-signatories to contracts are not bound by venue-selection clauses contained in them. See Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 443 (Tex. 2017) (“As a general proposition, a forum- selection clause may be enforced only by and against a party to the agreement containing the clause.”); In re W. Dairy Transp., L.L.C., 574 S.W.3d 537, 545 (Tex. App.—El Paso 2019, orig. proceeding [mand. denied]) (“As to . . . forum clauses, nonsignatories may be bound only under recognized contract or agency principles.”). SSER failed to present any evidence that Wang or BB&W were signatories to the Company Agreement. MEMORANDUM OPINION AND ORDER, PAGE 14 removal. 58 The Court disagrees. The statutory framework of Chapter 25A reflects
the legislature’s intent that each Business Court division is legally situated in every
county “within the geographic boundaries of the division.” 59
¶ 38. Texas Government Code § 25A.003 designates the counties comprising
each Business Court division. The Eleventh Division consists of the six counties of
the Eleventh Administrative Judicial Region plus Montgomery County, and
Galveston County is among them. 60
¶ 39. Chapter 25A also contains provisions that protect plaintiffs—who hold
the initial choice of forum—from any venue disadvantage that might otherwise
result from removal. A removed case that proceeds to jury trial must be tried in the
county in which the plaintiff originally filed suit. 61 And where a written contract
specifies a particular county for venue, any jury trial must likewise be conducted in
that designated county. 62
¶ 40. The legislature explicitly provided that “a business court judge may
hold court at any courtroom within the geographic boundaries of the division to
which the judge is appointed,” and that a county “shall accommodate the business
58 Pl.’s Mot. 9–11. 59 TEX. GOV’T CODE § 25A.017(d). 60 TEX. GOV’T CODE § 25A.003(m); id. § 74.042(l) (“The Eleventh Administrative Judicial Region is composed of the counties of Brazoria, Fort Bend, Galveston, Harris, Matagorda, and Wharton.”). 61 Id. § 25A.015(c). 62 Id. § 25A.015(d). MEMORANDUM OPINION AND ORDER, PAGE 15 court in the conduct of the court’s hearings and other proceedings” using existing
facilities. 63 Taken together, these provisions mean the Eleventh Division is
statutorily authorized to hold proceedings in Galveston County, and that Galveston
County is statutorily required to host those proceedings. The division is not confined
to a single fixed location within its territory.
¶ 41. The practical effect in this case is consistent with the parties’
contractual expectations. Any jury trial would be conducted in Galveston County
before Galveston County jurors, with proceedings coordinated through Galveston
County court facilities and personnel. 64 A party that bargained for Galveston County
as the venue for litigation receives exactly that guarantee.
¶ 42. Rather than engaging with these statutory provisions, SSER relies on
federal cases holding that removal is improper where a forum-selection clause
designates a county in which no federal courthouse is located. 65 That analogy is
inapt. Federal district courts are geographically fixed; a federal district court sitting
in Houston cannot hold proceedings in Galveston as of right. Business Court
divisions operate differently. Chapter 25A expressly authorizes—and obligates host
counties to facilitate—proceedings anywhere within a division’s geographic
63 Id. § 25A.017(d). 64 The signatories waived their right to a trial by jury. Company Agreement § 12.12. 65 Pl.’s Mot. 10. MEMORANDUM OPINION AND ORDER, PAGE 16 boundaries. SSER’s federal cases involve a structural limitation that does not exist
here.
¶ 43. Moreover, accepting SSER’s position would mean that any forum- or
venue-selection clause designating a county that does not house a Business Court
division’s chambers could defeat removal, even when the division encompasses that
county. Nothing in Chapter 25A supports that result, and the Court declines to adopt
an interpretation that would frustrate the legislature’s evident purpose of providing
a statewide forum for significant commercial disputes.
¶ 44. Accordingly, removal to the Eleventh Division, which encompasses
Galveston County, does not violate Section 12.3 even if that provision were
otherwise enforceable. Remand on this basis is denied.
C. Defendants’ Notice of Removal establishes the requisite amount in controversy.
¶ 45. SSER next argues that removal was untimely because Defendants
should have calculated that the amount in controversy exceeded $5 million using
“basic math” upon the filing of the Third Amended Petition in February 2026. 66
Again, the Court disagrees.
66 Pl.’s Mot. 15–16. SSER also argues that at least four “subject-matter jurisdictional hooks” were identified in the Third Amended Petition. Id. at 12. However, based on Defendants’ briefing, whether SSER pleaded the types of claims the Court can hear is not in dispute. What is in dispute is whether the amount in controversy is met based on SSER’s pleadings. The Court therefore analyzes that argument. MEMORANDUM OPINION AND ORDER, PAGE 17 ¶ 46. The Court looks first to the face of a plaintiff’s pleadings to determine
if the jurisdictional allegations have been adequately pleaded. 67 The Court construes
those pleadings liberally in favor of jurisdiction. 68
¶ 47. Here, neither the Third nor the Fifth Amended Petition contains facts
sufficient to establish an amount in controversy exceeding $5 million. The only sum
quantified anywhere in SSER’s pleadings is the $1.84 million sought from Bashiri
for distributions received while allegedly failing to perform his duties as Chief
Nursing Officer. 69 The pleadings include no allegations quantifying the value of the
requested constructive trust over the Manvel Property, the lost profits from the
diverted corporate opportunity, or any other element of SSER’s claimed damages. 70
While a petition need not recite a total damages figure to confer jurisdiction, it must
allege facts from which a jurisdictional amount can reasonably be determined. 71
¶ 48. SSER argues that Defendants should have inferred a $12 million
amount in controversy by extrapolating the total profitability of SSER from Bashiri’s
67 See C Ten 31 LLC ex rel. SummerMoon Holdings LLC v. Tarbox, 2025 Tex. Bus. 1, ¶ 33, 708 S.W.3d 223, 237 (3d Div.) (“Whether filing in the Business Court or a district court, a plaintiff must plead facts that affirmatively show the jurisdiction of the court in which the action is brought, including that the relief sought is within the court’s amount-in-controversy limits . . . .”). 68 Id. ¶ 35, 708 S.W.3d at 238 (citing Tex. Tech Univ. Sys. v. Martinez, 691 S.W.3d 415, 419 (Tex. 2024)). 69 See Pl.’s 3d Am. Pet. ¶¶ 32, 54; Pl.’s 5th Am. Pet. ¶¶ 33, 66, 133. 70 See Tune v. Tex. Dep’t of Pub. Safety, 23 S.W.3d 358, 361 (Tex. 2000) (“It has long been the law that the phrase ʻamount in controversy,’ in the jurisdictional context, means ʻthe sum of money or the value of the thing originally sued for . . . .’”); M&M Livestock, LLC v. Robinson, 2025 Tex. Bus. 29, ¶ 20, 2025 WL 2207943, at *4 (8th Div.) (mem. op.); see also Amount in Controversy, BLACK’S LAW DICTIONARY (12th ed. 2024) (“The damages claimed or relief demanded by the injured party in a lawsuit.”). 71 TEX. R. CIV. P. 354(a) (original filing), 355(b)(2)(A) (removal). MEMORANDUM OPINION AND ORDER, PAGE 18 15% member interest and $1.84 million in distributions over three years. 72 That
reasoning is flawed in at least two respects, however. First, SSER’s distributable net
profits bear no legal or logical relationship to the damages SSER is actually pursuing.
SSER’s primary monetary claim is for a constructive trust over the unbuilt Manvel
Property and its future profits—a separate enterprise, owned by different parties, in
a different city. 73 The profitability of SSER’s existing League City facility cannot
serve as a reliable proxy for the value of a distinct Manvel facility that SSER never
built.
¶ 49. Second, the inference that SSER urges would require Defendants to
speculate about both what the proper damages theory is and how to quantify it—
neither of which should be demanded of a removing party evaluating the face of the
pleadings. The 30-day removal clock runs from the date a party discovers (or
reasonably should discover) facts establishing jurisdiction, not from the date those
facts could theoretically have been inferred through a chain of suppositions.
¶ 50. Nor do the counterclaims close the gap. 74 A liberal construction of
Bashiri and Dr. Joseph’s First Amended Counterclaim shows they seek at least $2
72 Pl.’s Mot. 15. 73 Pl.’s 3d Am. Pet. ¶¶ 76–79 (under subheading “Request for Constructive Trust”); Pl.’s 5th Am. Pet. ¶¶ 71, 83, 141–47. 74 TEX. GOV’T CODE § 25A.004(i); Sun Metals Grp., LLC v. Yu, 2025 Tex. Bus. 48, ¶ 4, 2025 WL 3515409, at *1 n.1 (1st Div.) (mem. op.) (“[W]hen calculating the amount in controversy, the Court consider[s] all claims properly joined before the Court . . . .All claims properly joined before the Court—that is, the entire lawsuit—includes counterclaims.” (internal quotation marks omitted)). MEMORANDUM OPINION AND ORDER, PAGE 19 million in damages. 75 That, together with the $1.84 million SSER alleges against
Bashiri, still falls well short of the $5-million threshold. And Wang and BB&W seek
only declaratory relief and attorneys’ fees, 76 with no pleaded allegations supporting
any dollar amount in damages.
¶ 51. Because the pleadings do not establish the requisite amount in
controversy, the Court turns to the Notice of Removal. When the pleadings are silent
on the jurisdictional amount, the notice of removal controls unless a party presents
evidence that the amount has been falsely stated to manipulate jurisdiction, or that
a different amount is readily established by, for example, a statutory fee schedule. 77
¶ 52. What SSER’s pleadings leave open to speculation, the Notice of
Removal clarifies. It references SSER’s own expert report, served on Defendants on
March 23, 2026, which quantifies SSER’s damages at over $16 million. 78 That
report is the first document to reasonably establish an amount in controversy
exceeding $5 million. Because Defendants filed their Notice of Removal on April 22,
2026, exactly 30 days after receiving the report, removal was timely. 79
75 Bashiri & Dr. Joseph’s 1st Am. Countercl. ¶¶ 33 (alleging damages exceeding $1 million for breach of contract by SSER), 40 (alleging damages exceeding $1 million for breaches of fiduciary duty by Dr. Thomas, Dr. Basra, and Mr. Vora, collectively). 76 Wang & BB&W Countercl. ¶¶ 8–13. 77 C Ten, ¶ 50, 708 S.W.3d at 243; Yaun v. Battle & Sands Energy Corp., 2026 Tex. Bus. 9, ¶ 9, 2026 WL 598409, at *2 (11th Div.) (mem. op.) (quoting C Ten, ¶¶ 49–50, 708 S.W.3d at 243). 78 Defs.’ Notice of Removal ¶¶ 33–34; Ex. B to Defs.’ Notice of Removal (Pl.’s Designation of Expert Witness and Expert Report of Sasha Gartman). 79 Defs.’ Notice of Removal ¶¶ 36–38. MEMORANDUM OPINION AND ORDER, PAGE 20 ¶ 53. Remand on the basis of untimely removal is denied.
D. All asserted claims fall within the Court’s original jurisdiction, rendering supplemental jurisdiction inapplicable.
¶ 54. Finally, SSER argues that, regardless of the outcome of its forum-
selection and timeliness arguments, the majority of its claims should be remanded
to the District Court because (1) the claims do not independently fall within the
Court’s original jurisdiction and (2) SSER objects to the Court’s exercise of
supplemental jurisdiction over them. 80
¶ 55. SSER’s supplemental-jurisdiction argument rests on a premise the
Court rejects: that each cause of action must be analyzed in isolation and that any
claim not expressly enumerated in Section 25A.004(b) or (d) necessarily falls within
the Court’s supplemental jurisdiction rather than its original jurisdiction. The
statute does not require that atomized approach. This Court confirmed as much in
Reed v. Rook TX, LP, which held that the term “action” in Section 25A.004 “refers
to the lawsuit or judicial proceeding generally, as opposed to only individual causes
of action or theories of liability,” and that the Court’s jurisdiction extends to the
80 Pl.’s Mot. 16–17. Under Texas Government Code 25A.004(f), when an action is properly before the Court under Subsections (b), (c), (d), or (e), the Court may exercise supplemental jurisdiction over any individual claim not otherwise covered if it is “so related to the action that the claim forms part of the same case or controversy.” Such supplemental jurisdiction requires the agreement of all parties and the presiding judge. If a party objects to supplemental jurisdiction, “the claim may proceed in a court of original jurisdiction concurrently with any related claims proceeding in the business court.” MEMORANDUM OPINION AND ORDER, PAGE 21 proceeding as a whole once original jurisdiction is established. 81 The same
framework governs here.
¶ 56. The Fifth Amended Petition does not present a collection of unrelated
claims. Rather, it presents a single, integrated business dispute concerning the
governance and internal affairs of SSER, the rights and obligations of its members
and managers, the alleged diversion of a corporate opportunity, and the alleged
misappropriation of SSER’s trade secrets and proprietary materials. When the Court
examines the substance of that dispute, rather than the labels attached to individual
causes of action, it becomes clear that the claims fall within multiple categories of
this Court’s original jurisdiction.
1. Governance and internal affairs
¶ 57. A substantial portion of the case concerns the governance and internal
affairs of SSER as a limited liability company. Claims for breach of the Company
Agreement, declaratory relief regarding membership rights, and disputes arising
from the removal of members all arise directly from the governance of an LLC and
fall within Section 25A.004(b)(2). 82 Because their resolution also requires
application of the Texas Business Organizations Code governing LLC membership,
81 2025 Tex. Bus. 23, ¶¶ 10, 24–25, 718 S.W.3d 270, 275–76, 280–81 (3d Div.). 82 Pl.’s 5th Am. Pet. ¶¶ 52–58, 137–39. MEMORANDUM OPINION AND ORDER, PAGE 22 management, and governance, they likewise arise out of the Business Organizations
Code within the meaning of Section 25A.004(b)(7).
¶ 58. The same is true of SSER’s oral-contract claim. SSER alleges that it
granted Bashiri a 15% ownership interest—without the need for a capital
contribution—in exchange for his agreement to serve as SSER’s Chief Nursing
Officer and Chief Operating Officer. 83 That alleged agreement concerns both the
manner in which Bashiri acquired his membership units and the obligations he
undertook in return, placing it squarely within the governance of the company and
the rights and obligations of its members and managers.
¶ 59. The tortious-interference claims are similarly rooted in the governance
dispute. SSER alleges that Defendants interfered with SSER’s contractual and
prospective business relationships by diverting a corporate opportunity and acting
contrary to the company’s interests while serving as members, managers, or
controlling persons of SSER. 84 As pleaded, those claims arise not from an ordinary
dispute between unrelated market participants, but from an alleged breakdown in
the governance and management of the company itself. They therefore bear a direct
relationship to the internal affairs and operation of the LLC.
83 Id. ¶¶ 20, 59–63. 84 Id. ¶¶ 102–12. MEMORANDUM OPINION AND ORDER, PAGE 23 2. Alleged breaches of duties by owners and managers
¶ 60. The fiduciary-duty claims form the centerpiece of SSER’s case. SSER
alleges that certain Defendants, while serving as members, managers, or controlling
persons of SSER, diverted a corporate opportunity, competed against the company,
misused confidential information, concealed material facts, and otherwise acted
against SSER’s interests. 85 Those allegations fall squarely within Section
25A.004(b)(5), which expressly encompasses actions alleging breaches of duties
owed by owners, controlling persons, and managerial officials.
¶ 61. The same alleged conduct underlies many of SSER’s remaining causes
of action. The claims for aiding and abetting breach of fiduciary duty, civil
conspiracy, fraud by nondisclosure, tortious interference, unjust enrichment, money
had and received, and unfair competition all flow from that same alleged course of
conduct—the exploitation of positions of trust within SSER to advance Defendants’
own interests at the company’s expense. 86 Though cast as distinct causes of action,
they are alternative legal theories seeking relief for the same alleged misuse of
managerial authority, confidential information, and business opportunities by
persons who owed duties to SSER. These are not separate controversies.
3. Alleged misappropriation of trade secrets and proprietary information
85 Id. ¶¶ 72–77. 86 Id. ¶¶ 64–71, 78–92, 102–17, 132–34. MEMORANDUM OPINION AND ORDER, PAGE 24 ¶ 62. The Fifth Amended Petition also alleges that Defendants
misappropriated confidential and proprietary information, trade secrets, and other
protected materials. Those allegations support SSER’s claims for trade-secret
misappropriation under TUTSA, trademark or trade-name infringement, unfair
competition, conversion, theft, and related theories seeking recovery for the alleged
misuse of SSER’s proprietary information. 87 Such claims fall within Section
25A.004(d)(4), which encompasses actions relating to intellectual property and
trade secrets, and Section 25A.004(d)(5), which encompasses actions arising under
Chapter 134A of the Texas Civil Practice and Remedies Code.
¶ 63. The Court is unpersuaded by SSER’s attempt to characterize the Texas
Theft Liability Act and conversion claims as independent supplemental claims. 88 As
pleaded, those claims do not involve unrelated property. They arise from the same
alleged misappropriation of confidential information, proprietary materials, trade
secrets, and business opportunities that underlies SSER’s trade-secret and
intellectual-property claims. Labeling a claim differently does not remove it from the
Court’s original jurisdiction when the underlying conduct is within that jurisdiction.
¶ 64. Finally, several of the matters SSER identifies as supplemental claims
are not independent causes of action at all. Accounting and constructive trust are
87 Id. ¶¶ 93–101, 113–31. 88 Pl.’s Mot. 16; Pl.’s Reply 9–10. MEMORANDUM OPINION AND ORDER, PAGE 25 equitable remedies that depend on the underlying substantive claims. 89 Their
inclusion in the Fifth Amended Petition does not create a separate jurisdictional
issue given that the substantive claims supporting those remedies otherwise fall
within the Court’s original jurisdiction.
¶ 65. SSER’s overarching argument—that each cause of action must
independently satisfy one of the enumerated categories in Section 25A.004—is also
foreclosed by Reed. There, this Court declined to apply a “nature of the controversy”
test that would have required governance or internal affairs to be the “predominant”
focus of the litigation, explaining that the Legislature did not include such a
requirement and that courts should not superimpose one onto the statute. 90 The
Court further held that Section 25A.004 does not require the Court to “granulate
each” cause of action “into every individual factual basis for liability”; rather,
jurisdiction extends to the “lawsuit or judicial proceeding generally” once any
statutory basis for original jurisdiction is satisfied. 91 So too here. SSER’s claims
arise from a single interlocking dispute over LLC governance, managerial
misconduct, and trade-secret misappropriation. The statute requires no more. Each
89 See KCM Fin. LLC v. Bradshaw, 457 S.W.3d 70, 87 (Tex. 2015) (explaining that a constructive trust is an equitable remedy); Yeske v. Piazza Del Arte, Inc., 513 S.W.3d 652, 674 (Tex. App.—Houston [14th Dist.] 2016, no pet.) (explaining that an accounting may be a remedy related to a cause of action or its own suit in equity). 90 Reed, ¶¶ 19–22, 718 S.W.3d at 278–80. 91 Id. ¶ 25, 718 S.W.3d at 280. MEMORANDUM OPINION AND ORDER, PAGE 26 of those subjects falls within this Court’s original jurisdiction, and the proceeding
as a whole does as well.
¶ 66. In sum, SSER’s argument gives insufficient weight to the statute’s
focus on civil “actions” and places too much emphasis on the parsing of individual
causes of action into discrete jurisdictional silos. The Fifth Amended Petition alleges
a single business dispute involving LLC governance, breaches of duties by managers
and owners, and the misappropriation of trade secrets and proprietary information—
subjects that independently fall within Sections 25A.004(b)(2), (b)(4), (b)(5),
(b)(7), (d)(4), (d)(5), and (e). Viewed as a whole, this action falls comfortably within
the Court’s original jurisdiction, and the Court has no occasion to determine whether
any particular claim might also be within its supplemental jurisdiction.
CONCLUSION
¶ 67. For the foregoing reasons, the Court concludes that (1) Section 12.3 of
the Company Agreement includes an unenforceable venue-selection provision,
making the parties’ agreement to litigate in Galveston County void; (2) the Eleventh
Division is located in Galveston County for purposes of venue, such that removal to
this Court would not violate Section 12.3 in any event; (3) removal of this case to
the Business Court was timely; and (4) all of SSER’s claims fall within this Court’s
original jurisdiction, rendering supplemental jurisdiction inapplicable.
MEMORANDUM OPINION AND ORDER, PAGE 27 ¶ 68. IT IS THEREFORE ORDERED that SSER’s Motion to Remand is
DENIED.
IT IS SO ORDERED.
BRIAN STAGNER Judge of the Texas Business Court, Eighth Division, sitting by assignment in the Eleventh Division
SIGNED: June 11, 2026
MEMORANDUM OPINION AND ORDER, PAGE 28