ACCEPTED
15-24-00127-CV
FIFTEENTH COURT OF APPEALS AUSTIN, TEXAS
2/3/2025 3:27 PM
No. 15-24-00127-CV CHRISTOPHER A. PRINE CLERK
FILED IN
15th COURT OF APPEALS
In the Court of Appeals AUSTIN, TEXAS for the Fifteenth District of Texas 2/3/2025 3:27:52 PM CHRISTOPHER A. PRINE
Clerk
Synergy Global Outsourcing, LLC, Appellant,
v.
Hinduja Global Solutions, Inc. and HGS Healthcare, LLC, Appellees.
Appeal from the First Business Court Division, Honorable Bill Whitehill, Judge Presiding
Brief of Appellant Synergy Global Outsourcing, LLC
David S. Coale
State Bar No. 00787255
dcoale@lynnllp.com
Daniela Vera Holmes
State Bar No. 24124113
dholmes@lynnllp.com
Lynn Pinker Hurst &
Schwegmann, LLP
2100 Ross Avenue, Suite 2700 Dallas, Texas 75201
(214) 981-3800 Telephone
(214) 981-3839 Facsimile
Oral Argument Requested
Identity of Parties and Counsel Appellant: Synergy Global Outsourcing, LLC
Counsel for Appellant: David S. Coale Michael K. Hurst
Gregory A. Brassfield
Daniela Vera Holmes
Leo Park
Lynn Pinker Hurst &
Schwegmann, LLP
2100 Ross Avenue
Suite 2700
Dallas, TX 75201
Appellees: Hinduja Global Solutions, Inc. and HGS Healthcare, LLC
Counsel for Appellees: Barry Barnett Susman Godfrey L.L.P.
5956 Sherry Lane, Suite 2000 Dallas, Texas 75225
Ophelia Camiña
Susman Godfrey L.L.P.
1000 Louisiana Street, Suite 5100 Houston, Texas 77002
Ravi Bhalla
Susman Godfrey L.L.P.
One Manhattan West, 50th Floor New York, NY 10001
3
Table of Contents
Identity of Parties and Counsel .................................................................... 2 Table of Contents ........................................................................................ 3 Index of Authorities ..................................................................................... 5 Statement Regarding Oral Argument........................................................... 8 Statement of the Case .................................................................................. 9 Issues Presented......................................................................................... 10 Statement of Facts ...................................................................................... 11 Summary of Argument .............................................................................. 13 Argument ................................................................................................... 14 I. The business court clearly erred by remanding this case to the 191st District Court. ............................................. 14
A. The business court erred in reasoning the Legislature would have used different words to effect the same plain meaning ...................................... 15
B. The business court’s conclusion based on Tex.
Gov’t Code Chapter 25A is not supported. ................. 16
II. The business court has subject matter jurisdiction over this case ......................................................................... 18
A. The plain reading of Section 8 of H.B. 19 does not prohibit removal of cases filed before September 1, 2024 ......................................................................... 18
B. Basic principles of statutory construction show that Section 8 of H.B. 19 does not prohibit removal of cases filed before September 1, 2024 ......... 19
C. H.B. 19 is a procedural statute, and procedural statutes are generally presumed to apply to ongoing matters as of their effective date..................... 23
4
III. The business court’s remand order should be reversed ................................................................................. 25
Conclusion ................................................................................................. 25 Certificate of Service.................................................................................. 27 Certificate of Compliance .......................................................................... 28
5
Index of Authorities
Cases Acker v. Texas Water Comm’n, 790 S.W.2d 299 (Tex. 1990) ........................ 17 Brown v. De La Cruz, 156 S.W.3d 560 (Tex. 2004) ..................................... 16 Cameron v. Terrell & Garrett, Inc., 618 S.W.2d 535 (Tex. 1981) ................... 20 Entergy Gulf States, Inc. v. Summers, 282 S.W.3d 433 (Tex. 2009) .............. 20 ExxonMobil Pipeline Co. v. Coleman, 512 S.W.3d 895 (Tex. 2017) ................ 20
Fitzgerald v. Advanced Spine Fixation Sys., Inc., 996 S.W.2d 864 (Tex. 1999) ....................................................................................... 20
Hogan v. S. Methodist Univ., 688 S.W.3d 852 (Tex. 2024) .......................... 24 In re Lee, 411 S.W.3d 445 (Tex. 2013) ......................................................... 17 Jaster v. Comet II Const., Inc., 438 S.W.3d 556 (Tex. 2014) ......................... 19
Lottery Com'n v. State Bank of Dequeen, 325 S.W.3d 628 (Tex.
2010) ................................................................................................ 16
McBride v. Clayton, 140 Tex. 71, 166 S.W.2d 125 (Tex. Comm’n App. 1942, opinion adopted) ............................................................ 18
Odyssey 2020 Acad., Inc. v. Galveston Cent. Appraisal Dist., 624 S.W.3d 535 (Tex. 2021) .................................................................... 19
Powell v. Stover, 165 S.W.3d 322 (Tex. 2005) .............................................. 14
Robinson v. Crown Cork & Seal Co., Inc., 335 S.W.3d 126 (Tex.
2010) .......................................................................................... 24, 25
Subaru of Am., Inc. v. David McDavid Nissan, Inc., 84 S.W.3d 212 (Tex. 2002) ...................................................................................... 24
Statutes Tex. Civ. Prac. & Rem. Code § 82.002 ...................................................... 20
6
Tex. Civ. Prac. & Rem. Code § 150.002 ..................................................... 21 Tex. Civ. Prac. & Rem. Code § 38.001 ....................................................... 21 Tex. Fam. Code § 102.003.......................................................................... 22 Tex. Gov’t Code § 25A.004(b)......................................................... 11, 12, 14 Tex. Gov’t Code § 25A.006 ....................................................................... 16 Tex. Gov’t Code § 25a.006(d).................................................................... 17 Tex. Prob. Code § 5B.................................................................................. 22 Rules Tex. R. App. P. 9.4(3) ................................................................................ 28 Tex. R. App. P. 9.4(i) ................................................................................. 28 Tex. R. App. P. 9.4(i)(l) ............................................................................. 28 Other Authorities 1999 Tex. Sess. Law Serv. Ch. 1390 (H.B. 1622, § 51(c) ............................. 22
2009 Texas Senate Bill No. 1201, § 3, Texas Eighty-First Legislature ....................................................................................... 21
2019 Tex. Sess. Law Serv. Ch. 378 (H.B. 2730, § 11).................................. 21 2021 Tex. Sess. Law Serv. Ch. 665, (H.B. 1578, § 2) .................................. 21
77th Leg., R.S., ch. 1090, § 10, 2001 Tex. Gen. Laws 2395 (H.B.
2249) ................................................................................................ 23
Act of June 2, 2003, 78th Leg., R.S., ch. 204, § 23.02(d), 2003 Tex. Gen. Laws 847) (effective September 1, 2003) ......................... 22
House Research Organization, Bill Analysis HB 19 (2nd reading), May 1, 2023...................................................................................... 15
7
Texas Business Law Foundation, Enactment of HB 19 by the 2023 Texas Legislature: Specialized Texas Business Court ........14, 25
8
Statement Regarding Oral Argument
Appellant respectfully submits that oral argument would assist the Court in resolving this appeal, which presents an issue of first impression
for this Court about the scope of subject matter jurisdiction of the newly created Business Court in Texas based on the meaning of H.B. 19.
9
Statement of the Case
Nature of the Case: This case is a commercial dispute about commissions owed under various broker agreements.
Trial Court: First Business Court Division, Dallas County
Hon. Bill Whitehill, presiding
Course of Proceedings On October 1, 2024, Appellant removed and Disposition: this case from the 191st Judicial District Court of Dallas County to the First Business Court Division for Dallas County. 1CR4-94.
Appellees moved to remand and the business court granted its motion.
7CR8420-30 (Appendix “A” hereto.)
On Nov. 12, 2024, Appellant filed the instant appeal. Appellees then moved to dismiss Appellant’s appeal for lack of jurisdiction. Appellant has responded to Appellee’s Motion to Dismiss, which is still pending before the Court.
On January 3, 2024, Appellant also filed a Petition for Writ of Mandamus, to which Appellees have responded.
10
Issues Presented
The central question in this appeal is whether the scope of subject matter jurisdiction in the Business Court of Texas includes an action that
was filed in district court before September 1, 2024. To that end, this Court must review de novo (1) whether the First Division of the Business Court erred in remanding this Action to the district court and (2) the correct interpretation of H.B. 19 § 8.
11
Statement of Facts
This case is a commercial dispute between Synergy Global Outsourcing, Inc. (“Appellant” or “Synergy”), on the one hand, and HGSI
and HGSH (“Appellees” or “Defendants”), on the other. 1 Synergy seeks payment of commissions under various broker agreements. 2 Synergy contends that it introduced valuable clients to Defendants under those broker agreements, helped maintain those relationships, and was in turn
paid broker commissions for those services uninterrupted for nearly two decades. 3
When Defendants unilaterally ceased paying Synergy those broker commissions in 2019, Synergy sued to recover what it is owed. 4 Defendants respond by asserting various counterclaims and affirmative defenses, including breach of fiduciary duty against Counter-Defendant Ali Ganjaei for his role as Defendants’ board member and legal counsel and conspiracy and knowing participation claims against Synergy regarding the same. 5 Within 30 days of the business court opening on September 1, 2024, Appellant removed the pending action to the business court. 6 Synergy’s notice of removal established the business court’s jurisdiction over this action pursuant to Texas Government Code Sections 25A.004(b) and
1 3CR2672-81. 2 3CR2672-81. 3 3CR2672-81. 4 1CR100-120. 5 6CR6615-51. 6 1CR4-94.
12
25A.004(e) . 7 The business court remanded the case back to the 191st District Court. 8
Appellant filed this appeal, and Appellees moved to dismiss.
Appellant responded to the dismissal motion and concurrently filed a petition for mandamus. Appellees responded to the petition for mandamus and Appellant will file a reply supporting its petition for mandamus along with this opening brief.
7 1CR4-94 8 7CR8420-30.
13
Summary of Argument
The business court clearly erred in remanding this complex business dispute back to the 191st District Court. Specifically, the business court
erred in both its determination of the scope of its jurisdiction and interpretation of H.B. 19, which states that the changes in law apply to civil actions commenced on or after September 1, 2024.
Contrary to the appellees’ and the business court’s assertions, this provision does not preclude the removal of cases filed before that date. The plain language of the statute, legislative intent and history, principles of statutory construction, and the procedural versus substantive law distinction all support Appellant’s interpretation. The business court’s remand order deprives Appellant of the benefits of the business court and subjects Appellant to further delay and expense in the district court.
This Court should reverse the remand order and direct the Business Court to accept the removal of this case. Accordingly, Appellant
respectfully requests that this Court reverse the remand order, find that the business court has jurisdiction over this case, and compel the business court to accept it.
14
Argument
I. The business court clearly erred by remanding this case to the 191st District Court.
This appeal presents an issue of statutory construction that this Court reviews de novo 9. de a material error of law in both construing a
statute and determining the scope of subject matter jurisdiction in its court. This Court need not give deference to those decisions because both are
questions of law that this court reviews de novo.
Appellant identified two grounds for business court jurisdiction in their removal notice. 10 Appellees did not dispute either of those grounds in their motion to dismiss this appeal, and the business court did not address them in its remand order. 11 That’s not surprising, because this action presents precisely the sort of concerns that the 88th Legislature intended the business courts to resolve: district court backlog. 12 This complex business dispute has languished in the district court for over 5 years, with no
9 See Powell v. Stover, 165 S.W.3d 322, 324 (Tex. 2005); In re M.I.M., 370 S.W.3d 94, 96– 97 (Tex. App.—Dallas 2012, pet. denied). 10 1CR4-94, (invoking Tex. Gov’t Code §§ 25A.004(b) and (e)). 11 App. Dkt. Dec. 11, 2024 Mot. To Dismiss; 7CR8420-30. 12 See Texas Business Law Foundation, Enactment of HB 19 by the 2023 Texas Legislature: Specialized Texas Business Court at 3 (available at https://tinyurl.com/2y7kze4b) (stating that business courts were created to “improve the efficiency, consistency and predictability of business litigation by allowing judges having the required experience and career interest, working in a statewide jurisdiction, to focus on complex business litigation exclusively,” and continuing: “These cases will no longer compete with, and when they are heard, delay, the variety of civil and criminal matters that currently crowd the dockets of state district courts, many of which are given statutory priority over business cases ... .”) (hereinafter “Foundation”).
15
prospect of reaching trial anytime soon. Indeed the 88th Legislature expected the business court to “help to remove complex or lengthy business cases from existing court dockets, which could facilitate quicker resolutions for all cases.” 13 Instead, Appellees argued that business court jurisdiction excludes cases filed before September 1, 2024. Appellees cited Section 8 of H.B. 19,
the law creating the business courts, which says: “The changes in law made by this Act apply to civil actions commenced on or after September 1,
2024.” The business court erroneously agreed that H.B. 19 § 8 required remand of this case to the district court.
A. The business court erred in reasoning the Legislature would have used different words to effect the same plain meaning
As to the specific language of Section 8, the business court noted that
the statute could have phrased its “open for business” message differently. For example, the court reasoned, the Legislature could have said that
business courts “may begin accepting cases on or after September 1, 2024.” 14 But statutory interpretation does not demand perfection from the Legislature. The role of a court, when interpreting a statute, is to construe
13 House Research Organization, Bill Analysis HB 19 (2nd reading), May 1, 2023 at 9 (available at https://hro.house.texas.gov/pdf/ba88R/HB0019.PDF) (last visited Jan. 30, 2025) (hereinafter “House Research”). 14 7CR8427.
16
the words that the Legislature used. As explained in detail below, nothing about the language of Section 8 requires addition of the word “only” to give those terms meaning. Whether the Legislature could have expressed itself using different words is simply not a relevant consideration. 15
B. The business court’s conclusion based on Tex. Gov’t Code Chapter 25A is not supported.
The business court observed that the “actions commenced ...”
language in Section 8 “necessarily restricts all chapter 25A provisions to cases filed on or after [September 1, 2024],” 16 and noted that Chapter 25A has “twenty sections” about the operations of the business courts. 17 The court then concluded: “Since chapter 25A in its entirety is a change in Texas law, it follows that § 25A.006’s removal provisions also change Texas law.” 18 In other words, because the new courts were not operating under chapter 25A until September 1, 2024, the business court held that chapter 25A’s removal provisions could only apply to cases filed after that date. But that reasoning does not support Appellees’ interpretation of the statute. At most, it shows only that a case could not have been removed before
15 “Even when [courts believe] the Legislature may have made a mistake, courts are not empowered to ʻfix’ the mistake by disregarding direct and clear statutory language that does not create an absurdity.” Lottery Com'n v. State Bank of Dequeen, 325 S.W.3d 628, 637-38 (Tex. 2010) (citing Brown v. De La Cruz, 156 S.W.3d 560, 566 (Tex. 2004).) 16 7CR8428. 17 7CR8427. 18 7CR8427.
17
September 1, 2024, because no functional business court would have been open to receive that removal. It doesn’t explain why, after the business courts became operational on September 1, they would not have removal jurisdiction over existing cases that could now use the newly opened forum and newly created and procedural removal right.
Contrary to the business court’s reasoning, the specific language of
the removal provision in chapter 25A supports Appellant’s interpretation. That statute says: “A party to an action filed in a district court or county
court at law that is within the jurisdiction of the business court may remove the action to the business court.” 19 This case was “an action filed in a district court” as of September 1, 2024. On that day, pursuant to this statute, the “part[ies] to [this] action” gained the right to remove to business court. Specific statutory language controls over more general terms, 20 and nothing about this specific language shows any legislative intent to limit removal rights to actions initiated after September 1, 2024.
More broadly, when the Legislature enacts a new statute, it is presumed to be aware of all Texas laws, not just the handful of statutes immediately at hand. 21 And while chapter 25A is a new subpart of the
19 Tex. Gov’t Code § 25A.006(d). 20 See, e.g., In re Lee, 411 S.W.3d 445, 451 (Tex. 2013) (“When construing the statute as a whole, we are mindful that ʻ[i]f a general provision conflicts with a special or local provision, the provisions shall be construed, if possible, so that effect is given to both.’ However, in the event that any such conflict is irreconcilable, the more specific provision will generally prevail.” (citations omitted)). 21 See Acker v. Texas Water Comm’n, 790 S.W.2d 299, 301 (Tex. 1990) (“A statute is presumed to have been enacted by the legislature with complete knowledge of the
18
Government Code, it is not a standalone set of laws—to the contrary, it has meaning only because of many other statutes that establish the Texas courts and how they work. Here, the Legislature knew that many existing cases across the state could be within business-court jurisdiction, which means that they would be “action[s] filed” in other district courts on September 1, 2024. Yet the Legislature chose not to add the limiting language that it has
used on many other occasions.
Absent any limiting language, the best reading of the business court
removal law is that the parties to existing cases acquired a new right as of September 1, 2024. Yes, those parties were originally in court because of other statutes (i.e., laws defining the jurisdiction of the district court where the original suit was filed). But that has nothing to do with the right they
acquired as a result of the enactment of the removal statute. Whether that new statute was part of a new subchapter, or was not, the rights it created
apply to “actions filed” as of September 1, 2024.
II. The business court has subject matter jurisdiction over this case
A. The plain reading of Section 8 of H.B. 19 does not prohibit removal of cases filed before September 1, 2024
H.B. 19 Section 8 says: “The changes in law made by this Act apply to civil actions commenced on or after September 1, 2024.” There’s a good
existing law and with reference to it.” (citing McBride v. Clayton, 140 Tex. 71, 166 S.W.2d 125, 128 (Tex. Comm’n App. 1942, opinion adopted)).
19
reason for that statement. The business court system started “from scratch.” Logistical arrangements had to be made for an entire state’s worth of trial-level business courts. This Court had to be created to hear appeals from them. In that environment of uncertainty, Section 8 makes clear that no matter what, the business courts will be open to accept cases as of September 1, 2024.
Consistent with this meaning, H.B. 19 Section 9 identifies September 1, 2023 as the effective date of the act, providing a year between
the effective date and the open for business date, for all the business court logistics to be arranged.
B. Basic principles of statutory construction show that Section 8 of H.B. 19 does not prohibit removal of cases filed before September 1, 2024
Appellees’ argument for remand improperly asked the business court
to insert the word “only” into that statute, i.e.: “The changes in law made by this Act apply only to civil actions commenced on or after September 1,
2024.” That argument is not supported by basic principles for statutory
construction in Texas.
Texas courts must enforce statutes as written, without adding or
deleting words; 22 courts do not rewrite the text chosen by the Legislature; 23
22 “A court may not judicially amend a statute by adding words that are not contained in the language of the statute. Instead, it must apply the statute as written.” Odyssey 2020 Acad., Inc. v. Galveston Cent. Appraisal Dist., 624 S.W.3d 535, 543 (Tex. 2021). 23 See Jaster v. Comet II Const., Inc., 438 S.W.3d 556, 562 (Tex. 2014) (“We must enforce the statute ʻas written’ and ʻrefrain from rewriting text that lawmakers chose.’”).
20
and limit their analysis to the plain meaning of the words chosen unless that meaning leads to a nonsensical result. 24 Because every word of a statute is presumed to have a purpose, “every word excluded from a statute must also be presumed to have been excluded for a purpose. Only when it is necessary to give effect to the clear legislative intent can [courts] insert additional words or requirements into a statutory provision.” 25
When the Legislature means that a statute “only” applies to certain kinds of cases, it uses the word “only.” The following chart provides several
examples of where the Legislature has created a limit to a statute’s scope based on the age of the case. Each time, the Legislature not only used the word “only,” but went on to specifically define the extent of the exclusion from the statute.
24 See id.; see also Fitzgerald v. Advanced Spine Fixation Sys., Inc., 996 S.W.2d 864, 866–67 (Tex. 1999) (reading Tex. Civ. Prac. & Rem. Code § 82.002 to provide manufacturer indemnity to any “seller,” not just sellers in manufacturer’s chain of distribution); Entergy Gulf States, Inc. v. Summers, 282 S.W.3d 433, 437–38 (Tex. 2009) (concluding that premises owners could meet definition of “general contractors” entitled to the benefit of the exclusive remedy defense under the Texas Workers’ Compensation Act); ExxonMobil Pipeline Co. v. Coleman, 512 S.W.3d 895, 900–01 (Tex. 2017) (concluding that pre-2019 version of Texas Citizens Participation Act extended its protections to private communications). 25 Cameron v. Terrell & Garrett, Inc., 618 S.W.2d 535, 540 (Tex. 1981).
21
Statute Applicable Language
Tex. Civ. Prac. & Rem. Code § The change in law made by this Act 38.001 (RECOVERY OF applies only to an award of attorney's ATTORNEY'S FEES IN fees in an action commenced on or after CERTAIN CIVIL CASES, 2021 the effective date of this Act. An award Tex. Sess. Law Serv. Ch. 665, of attorney's fees in an action (H.B. 1578, § 2)) (emphases commenced before the effective date of added) this Act is governed by the law applicable to the award immediately before the effective date of this Act, and that law is continued in effect for that purpose.
TCPA (CIVIL ACTIONS Chapter 27, Civil Practice and INVOLVING THE Remedies Code, as amended by this EXERCISE OF CERTAIN Act, applies only to an action filed on CONSTITUTIONAL or after the effective date of this Act. RIGHTS, 2019 Tex. Sess. Law An action filed before the effective Serv. Ch. 378 (H.B. 2730, § date of this Act is governed by the law 11)) in effect immediately before that date, (emphases added) and that law is continued in effect for that purpose.
Tex. Civ. Prac. & Rem. Code § The change in law made by this Act 150.002. Certificate of Merit applies only to an action or arbitration (2009 Texas Senate Bill No. filed or commenced on or after the 1201, § 3, Texas Eighty-First effective date of this Act. An action or Legislature) (emphasis added) arbitration filed or commenced before the effective date of this Act is governed by the law in effect immediately before the effective date of this Act, and that law is continued in effect for that purpose.
22
Tex. Fam. Code § 102.003 The changes in law made to Sections (AN ACT RELATING TO 102.003… by this Act apply only to a THE PARENT-CHILD suit affecting the parent-child RELATIONSHIP AND TO relationship filed on or after the SUITS AFFECTING THE effective date of this Act. A suit filed PARENT-CHILD before the effective date of this Act is RELATIONSHIP, 1999 Tex. governed by the law in effect on the Sess. Law Serv. Ch. 1390 (H.B. date the suit was filed, and the former 1622, § 51(c))) (emphasis law is continued in effect for that added) purpose.
Tex. Prob. Code § 5B (Act of Except as otherwise provided in this June 2, 2003, 78th Leg., section or by a specific provision in an R.S., ch. 204, § 23.02(d), article, this Act applies only to an 2003 Tex. Gen. Laws 847, action filed on or after the effective date 899) (effective September 1, of this Act. An action filed before the 2003)) (emphasis added) effective date of this Act, including an action filed before that date in which a party is joined or designated after that date, is governed by the law in effect immediately before the change in law made by this Act, and that law is continued in effect for that purpose.
In sum, inserting the word “only” into Section 8 is not “necessary to
give effect to the clear legislative intent”. H.B. 19 § 8 is fairly read, without any such insertion, to mean just what it says—that starting on September 1, 2024, the business courts are available to all parties in cases for which there is jurisdiction.
In response to these several statutes cited by Appellant, the business court cited a Family Code amendment that expressly included prior cases
23
within its scope. 26 Here again, the question for statutory interpretation is what the Legislature actually said, and while the Legislature did not include
such a provision in Section 8, its absence does not justify implying the term
“only” into that statute.
Moreover, the Legislature’s inclusion of an explanatory provision in
this particular statutory amendment is easily explained. As described below,
“procedural” statutes are customarily held to apply to pending actions, but this particular change was arguably substantive because of its effect on
parent-child relationships. The Legislature had good reason to add an
explanatory phrase to confirm that the change was, in fact, procedural. No such reason exists for Government Code Chapter 25A because, as a law
about the appropriate forum for certain kinds of cases, it is obviously procedural and not substantive as defined by Texas law.
C. H.B. 19 is a procedural statute, and procedural statutes are generally presumed to apply to ongoing matters as of their effective date.
Analysis of Texas law about the retroactive application of statutes further shows that the business court had jurisdiction, because H.B. 19 is a procedural statute that should apply retroactively.
26 7C R8429 (citing Act of May 22, 2001, 77th Leg., R.S., ch. 1090, § 10, 2001 Tex. Gen. Laws 2395, 2398 (H.B. 2249) (“SECTION 10. (a) Except as provided in Subsection (b) of this section, the changes in law made by this Act apply to a pending suit affecting the parent-child relationship regardless of whether the suit was filed before, on, or after the effective date of this Act.”)).
24
In its 2010 opinion about the retroactivity clause, Robinson v. Crown Cork & Seal Co., the supreme court held:
“[I]n determining whether a statute violates the prohibition against retroactive laws in article I, section 16 of the Texas Constitution, courts must consider three factors in light of the prohibition’s dual objectives: the nature and strength of the public interest served by the statute as evidenced by the Legislature’s factual findings; the nature of the prior right impaired by the statute; and the extent of the impairment.” 27
It continued: “Under this test, changes in the law that merely affect remedies or procedure, or that otherwise have little impact on prior rights, are usually not unconstitutionally retroactive.” 28 That statement is consistent with long-standing precedent that, when a statute determines “what tribunal, the Board or the trial court, has the
authority to initially decide a Code issue or claim,” that statute is procedural in nature and doesn’t raise retroactivity concerns. 29 A 2024
supreme court case summarized: “[T]he procedural pathway … is not a matter with which the constitutional retroactivity bar is concerned.” 30 That’s plainly the purpose of H.B. 19: to establish that business courts are empowered to hear certain cases as defined in that statute.
27 Robinson v. Crown Cork & Seal Co., Inc., 335 S.W.3d 126, 145 (Tex. 2010). 28 Id. at 146. 29 Subaru of Am., Inc. v. David McDavid Nissan, Inc., 84 S.W.3d 212, 222 (Tex. 2002). 30 Hogan v. S. Methodist Univ., 688 S.W.3d 852, 863 (Tex. 2024).
25
Examination of the Robinson factors confirms this conclusion. As noted previously, there is a strong public interest in the creation of the business courts to expedite complex business cases, create consistent precedent, and reduce backlog, freeing up district courts for other matters. 31 Further, H.B. 19’s retroactive application does not impair any right; to the contrary, the case will continue on to trial, in a forum specially designed for just such cases. 32 The business court compounded its misreading of the statute by failing to apply H.B. 19, a procedural statute, to ongoing cases. III. The business court’s remand order should be reversed The Business Court based its remand order on a single sentence in H.B. 19, § 8, which states: “The changes in law made by this Act apply to civil actions commenced on or after September 1, 2024.” As articulated in detail above, Section 8 does not prevent the removal of cases filed before September 1, 2024. Accordingly, the business court’s remand order clearly erred in finding that the business court lacked jurisdiction of this case and must be reversed.
Conclusion
For the foregoing reasons, Appellant asks that this Court reverse the remand order, find that the business court has jurisdiction over this case
31 See, e.g., Foundation and House Research, supra, at 11 & 12.
32 See Robinson, 335 S.W.3d at 145.
26
and compel the business court to accept it, and grant all other relief to which Appellant may be justly entitled that is consistent with the above
dispositions.
Respectfully submitted,
/s/ David S. Coale
David S. Coale
State Bar No. 00787255
dcoale@lynnllp.com
Michael K. Hurst
State Bar No. 10316310
mhurst@lynnllp.com
Gregory A. Brassfield
State Bar No. 240799900
gbrassfield@lynnllp.com
Daniela Vera Holmes
State Bar No. 24124113
dholmes@lynnllp.com
Leo Park
State Bar No. 24122983
lpark@lynnllp.com
Lynn Pinker Hurst &
Schwegmann, LLP
2100 Ross Avenue
Suite 2700
Dallas, TX 75201
Attorneys for Appellant
27
Certificate of Service
The undersigned certifies that a copy of the foregoing was served upon the following counsel of record via the Court’s electronic filing
system on February 3, 2025:
Barry Barnett Susman Godfrey L.L.P.
5956 Sherry Lane, Suite 2000 Dallas, Texas 75225
Ophelia Camiña Susman Godfrey L.L.P.
1000 Louisiana Street, Suite 5100 Houston, Texas 77002
Ravi Bhalla Susman Godfrey L.L.P.
One Manhattan West, 50th Floor New York, NY 10001
/s/David S. Coale
David S. Coale
28
Certificate of Compliance
I certify that this Brief complies with the typeface requirements of Tex. R. App. P. 9.4(3) because it has been prepared in a conventional
typeface no smaller than 14-point for text and 12-point for footnotes. This document also complies with the word-count limitations of Tex. R. App. P. 9.4(i), if applicable, because it contains 3,611 words, excluding any parts exempted by Tex. R. App. P. 9.4(i)(l).
February 3, 2025
/s/David S. Coale
David S. Coale
Appendix
No. Date Description
A October 31, 2024 Opinion and Order
A
8420
E-filed in the Office of the Clerk for the Business Court of Texas 10/31/2024 11:51 AM
Accepted by: Beverly Crumley Case Number: 24-BC01B-0007
The Business Court of Texas, 1st Division
SYNERGY GLOBAL § OUTSOURCING, LLC, Plaintiff § v. § Cause No. 24-BC01B-0007 §
HINDUJA GLOBAL SOLUTIONS, § INC. and HGS HEALTHCARE, LLC, § Defendants § ═══════════════════════════════════════ OPINION AND ORDER
═══════════════════════════════════════
Before the court is defendants’ motion to remand this case.1 The court grants that motion because plaintiff filed this suit on December 30, 2019, but this court does not have authority over cases filed before September 1, 2024. Act of May 25, 2023, 88th Leg., R.S., ch. 380, §§ 8, 2023 Tex. Sess. Law Serv. 919, 929 (H.B. 19).
1 Although defendants’ October 15, 2024, filing is captioned, “HSG Parties’
Response to the Court’s October 2, 2024[ Order,” their conclusion and prayer asks the court to find that the case is not removable and remand it to the district court. Because that response is in substance a motion to remand, the court treats it as such. Verburgt v. Dorner, 959 S.W.2d 615, 617 (Tex. 1997) (treat pleading’s substance over form).
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Background
On December 30, 2019, Synergy Global Outsourcing, LLC sued Hinduja Global Solutions, Inc. (HGSI) in the 191st District Court of Dallas County, Texas. Synergy later sued Ali Ganjaei and HGS Healthcare, LLC. All parties were joined before September 1, 2024. This dispute centers on a business development contract dispute. The district court’s docket sheet shows seventy-six pages of district and appellate court activity from December 30, 2019, until August 31, 2024. 2 Plaintiff removed the case to this court on October 1, 2024. Its removal appendix filed two days later contains twenty-five volumes.
On October 3rd, this court requested briefs regarding what effect H.B.
19, § 8 has on this court’s authority to hear this case. H.B. 19, § 1’s operative sections are codified as Government Code §§ 25A.001-25A.020. GOV’T CODE §§ 25A.001-25A.020.
Twelve days later, defendants moved for remand arguing based on statutory plain text that the removal procedures applicable to business court cases do not apply here because chapter 25A is restricted to actions
2 The district court granted Ganjaei’s special appearance, and the court of appeals affirmed.
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commenced on or after September 1, 2024, thus precluding application to this 2019 case. They also cited two non-party memoranda on the judicial branch’s website stating that only actions filed after September 1, 2024, are removable. Finally, they referred to prior instances where the legislature limited statutory amendments to only cases filed after the statute’s effective date.
Plaintiff responded with these basic arguments:
First, a plain language reading of H.B. 19, § 8 reveals no prohibition to the removal of cases, only an affirmation of this Court’s ability to start adjudicating cases filed on or after September 1, 2024.
Second, in instances where the Legislature seeks to prevent the application of a Statute to actions commenced before the effective date, it has utilized specific language that does not appear in H.B. 19, § 8.
Third, H.B. 19 (including § 8) is a procedural not substantive statute; accordingly, the removal process outlined therein applies to ongoing, pre-September 1, 2024 [sic] cases.
Plaintiff expanded those arguments and urged textual points and referenced nine examples of the legislature including specific language limiting a statute’s application to cases filed after the statute’s effective date as evidence that § 8, which omits such explicit language, does not prevent removal in this case. According to plaintiff, § 8’s purpose is to signal when the court is open and ready to adjudicate cases as opposed to § 9’s September
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1, 2023, date for when the court can begin the administrative process of preparing to open for business in 2024.
The court gave the parties an opportunity to respond, which they did.
Defendants reiterated their plain text arguments and addressed plaintiff’s argument that § 8 exists to signal when the court may begin accepting cases by arguing it is H.B. 19, §5’s statement that the court was created September 1, 2023, that says when the court may begin accepting cases and so, § 8 must mean something different.
Defendants also invoked the Negative Implication Canon (inclusio unius est exclusio alterius) to argue that H.B. 19’s application to cases filed on or after September 1, 2024, means that the statute including its removal provisions do not apply to earlier filed cases.
Finally, defendants addressed plaintiff’s examples of statutes expressly limiting their application to post-effective date cases by referring to two examples where the legislature included language stating that the legislative changes apply to existing cases as negating plaintiff’s argument about needing express language to limit a change in law to new cases.
Plaintiff’s response reiterated that § 8’s plain text omitted words needed to give it the meaning defendants argued for and identified four cases
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defendants cited that, according to plaintiff, support its premise that § 8 needed to include limiting language to limit the court’s authority to cases filed on or after September 1, 2024.
Finally, plaintiff urged the court to reject extrinsic materials regarding legislative intent and defendants’ policy argument that limiting the court’s authority to newly-filed cases makes good sense.
Neither side contends that there are disputed fact issues, and the court does not find any. Nor do the parties contend that H.B. 19 is ambiguous on this issue, and the court does not discern any such ambiguity. Finally, no party requested oral argument.
Analysis
A. Overview The issue is whether H.B. 19, § 8 restricts the court’s authority to act to cases commenced on or after September 1, 2024, as defendants contend, or whether § 8 marks the date when the court can begin accepting cases, as plaintiff contends. For the following reasons, the court concludes that § 8 serves both purposes. Thus, the court lacks authority to hear this 2019 case.
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B. Applicable Law This is a statutory construction issue, which is a legal question. In re Panchakarla, 602 S.W.3d 536, 540 (Tex. 2020) (orig. proceeding). The applicable principles are:
When a statute’s language is unambiguous, “we adopt the interpretation supported by its plain language unless such an interpretation would lead to absurd results.” “We presume the Legislature included each word in the statute for a purpose and that words not included were purposefully omitted.” We construe statutes and related provisions as a whole, not in isolation, . . ., and as a general proposition, we are hesitant to conclude that a trial court’s jurisdiction is curtailed absent manifestation of legislative intent to that effect, . . ..
Id. (citations omitted).
On June 9, 2023, Governor Abbott signed H.B. 19. H.B. 19, § 1 states:
SECTION 1. Subtitle A, Title 2, Government Code, is amended by adding Chapter 25A to read as follows: . . ..
H.B. 19, § 1. Thereafter, H.B. 19, § 1 adds twenty sections regarding the business court’s operation, including §§ 25A.004 and 25A.006 concerning the court’s jurisdiction, removal, and remand rules.
Under § 25A.006(f)(1), a party may file an unagreed to removal notice within thirty days after it discovered, or reasonably should have discovered, facts establishing the business court’s jurisdiction over the case. GOV’T CODE, § 25A.006(f)(1). Based on this section, plaintiff contends that its
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removal is timely because it filed its notice within thirty days after September 1, 2024, when the court’s jurisdiction became effective.
But H.B. 19 has seven other enabling provisions, including §§ 8 and 9:
SECTION 8. The changes in the law made by this Act Apply to civil actions commenced on or after September 1, 2024.
SECTION 9. This Act takes effect September 1, 2023.
Because plaintiff’s first and second arguments are related, the court addresses them together. C. H.B.19’s plain text is dispositive.
1. The Statute’s Plain Text Section 25A.006 permits removal of cases to the business court if the case meets business court jurisdictional requirements. Id. § 25A.006((d)-(h). But § 25A.006 does not address whether cases, like this one, filed before September 1, 2024, are removable. Nor does any other part of chapter 25A. Rather, one must consider H.B. 19 as a whole to resolve that issue. Sections 8 and 9 provide that resolution.
Section 9 establishes that the statute became effective on September 1, 2023. That is, § 9 was the start date for ramping up this brand-new court to begin hearing cases. Based on § 9 alone, Government Code § 25A.006 would appear to allow parties to remove pending cases to this court beginning on
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September 1, 2023. But removals were not practical then because on that date this court had no court space, judges, staff, equipment, supplies, systems, rules, and other things needed to function. So, the legislature provided one- year for the court to become ready to begin accepting cases. H.B. 19, § 8 is that authorizing statute.
However, § 8 does more than set the court’s first operational date. If that were all that § 8 does, it would read, “The court may begin accepting cases beginning on September 1, 2024.” But that is not what § 8 says.
Rather, § 8 also limits H.B. 19’s changes to the law to cases commenced on or after September 1, 2024—a full year after the statute’s effective date and the court was created. Section 8’s “this Act” in this context means entire H.B. 19, which begins with “An ACT relating to the creation of a specialty trial court to hear certain cases; authorizing fees.” See H.B. 19, preface. Section 1 thereafter amends the Government Code by “adding” chapter 25A and its twenty sections. Id. Since chapter 25A in its entirety is a change in Texas law, it follows that § 25A.006’s removal provisions also change Texas law.
This court presumes the legislature wrote § 8 the way it did for a reason and cannot ignore its plain language. In re Panchakarla, 602 S.W.3d at 540.
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Nor may it judicially amend the statute. Id. Indeed, H.B. 19’s plain “text is the alpha and omega of the interpretative process.” Id. at 540-41 (quoting BankDirect Capital Fin., LLC v. Plasma Fab, LLC, 519 S.W.3d 76, 86 (Tex. 2017)).
Accordingly, this court must construe § 8 as limiting § 25A.006’s removal provisions to cases filed on or after September 1, 2024.
2. Plaintiff’s Arguments Nonetheless, plaintiff argues that § 8 does not contain the word “only”
and shows no affirmative prohibition to removing pre-effective date cases and merely affirms the court’s ability to start accepting cases on September 1, 2024. This argument has several deficits.
To begin, that § 8 restricts the court’s entire chapter 25A authority to act to cases filed on or after September 1st necessarily restricts all chapter 25A provisions to cases filed on or after that date. So, no specific reference to removals is necessary to preclude removing cases filed before September 1, 2024.
Next, plaintiff cites nine examples of legislative enactments saying that the subject Act applies “only to” cases filed on or after the Act’s effective date and stating that a case filed before the Act’s effective date is governed by the
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law existing before that date. From there, it argues that (i) those words in those other statutes have meaning and (ii) their absence here means H.B. 19 does not so restrict its procedural application to post-September 1, 2024, filed cases. However, on at least one occasion the legislature included specific language expressly applying a change in law to pending actions:
SECTION 10. (a) Except as provided in Subsection (b) of this section, the changes in law made by this Act apply to a pending suit affecting the parent-child relationship regardless of whether the suit was filed before, on, or after the effective date of this Act.
Act of May 22, 2001, 77th Leg., R.S., ch. 1090, § 10, 2001 Tex. Gen. Laws 2395, 2398 (H.B. 2249). Thus, by plaintiff’s reasoning, language of this sort would be necessary for chapter 25A to have retroactive application here. But no such language exists here either.
Finally, stating that the statute’s changes in the law apply to cases filed on or after September 1, 2024, implies that the changes in the law—including the removal provisions—do not apply to cases filed before that date. See City of Houston v. Williams, 353 S.W.3d 128, 145 (Tex. 2011) (inclusio unius est exclusio alterius applies absent a valid alternative construction); Justice Antonin Scalia and James A. Garner, Reading Law 107-11 (2012) (Negative Implication Canon). Here there is no other valid construction. The legislature
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could have written the court “may begin accepting cases on or after September 1, 2024” had that been its intent. But they did not say that, and we cannot rewrite the statute to expand the scope of cases removable to this court. In re Panchakarla, 602 S.W.3d at 540.
3. Remaining Arguments Because H.B. 19’s plain text is dispositive, the court does not address the parties’ remaining arguments.
Conclusion
Accordingly, the court concludes that H.B. 19’s plain text precludes plaintiff’s removal and remands this case to the 191st District Court of Dallas County, Texas.
It is so Ordered.
BILL WHITEHILL
Judge of the Texas Business Court, First Division
SIGNED: October 31, 2024
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Associated Case Party: SYNERGY GLOBAL OUTSOURCING, LLC Name BarNumber Email TimestampSubmitted Status David S.Coale dcoale@lynnllp.com 10/31/2024 11:51:45 AM SENT Michael K.Hurst mhurst@lynnllp.com 10/31/2024 11:51:45 AM SENT Kay Ridenour kridenour@lynnllp.com 10/31/2024 11:51:45 AM SENT Tonia Ashworth tashworth@lynnllp.com 10/31/2024 11:51:45 AM SENT Maria Gonzalez mgonzalez@lynnllp.com 10/31/2024 11:51:45 AM SENT Greg Brassfield gbrassfield@lynnllp.com 10/31/2024 11:51:45 AM SENT Leo Park lpark@lynnllp.com 10/31/2024 11:51:45 AM SENT Gina Flores gflores@lynnllp.com 10/31/2024 11:51:45 AM SENT Ronni Bracken rbracken@lynnllp.com 10/31/2024 11:51:45 AM SENT Daniela VeraHolmes dholmes@lynnllp.com 10/31/2024 11:51:45 AM SENT
Associated Case Party: HINDUJA GLOBAL SOLUTIONS, INC Name BarNumber Email TimestampSubmitted Status Barry Barnett 1778700 bbarnett@susmangodfrey.com 10/31/2024 11:51:45 AM SENT Ophelia Camina 3681500 ocamina@susmangodfrey.com 10/31/2024 11:51:45 AM SENT Ravi Bhalia rbhalla@susmangodfrey.com 10/31/2024 11:51:45 AM SENT Joyce Ingram jingram@susmangodfrey.com 10/31/2024 11:51:45 AM SENT Ophelia Camina ocamina@susmangodfrey.com 10/31/2024 11:51:45 AM SENT
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Associated Case Party: Synergy Global Outsourcing, LLC Name BarNumber Email TimestampSubmitted Status David S.Coale dcoale@lynnllp.com 2/3/2025 3:27:52 PM SENT Michael K.Hurst mhurst@lynnllp.com 2/3/2025 3:27:52 PM SENT Kay Ridenour kridenour@lynnllp.com 2/3/2025 3:27:52 PM SENT Tonia Ashworth tashworth@lynnllp.com 2/3/2025 3:27:52 PM SENT Greg Brassfield gbrassfield@lynnllp.com 2/3/2025 3:27:52 PM SENT Leo Park 24122983 LPark@lynnllp.com 2/3/2025 3:27:52 PM SENT Gina Flores gflores@lynnllp.com 2/3/2025 3:27:52 PM SENT Ronni Bracken rbracken@lynnllp.com 2/3/2025 3:27:52 PM SENT Daniela VeraHolmes dholmes@lynnllp.com 2/3/2025 3:27:52 PM SENT Maria Gonzalez mgonzalez@lynnllp.com 2/3/2025 3:27:52 PM SENT
Associated Case Party: Hinduja Global Solutions, Inc. Name BarNumber Email TimestampSubmitted Status Ophelia Camina 3681500 ocamina@susmangodfrey.com 2/3/2025 3:27:52 PM SENT Barry Barnett 1778700 bbarnett@susmangodfrey.com 2/3/2025 3:27:52 PM SENT Allen Hernandez ahernandez@susmangodfrey.com 2/3/2025 3:27:52 PM SENT
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