News Summary
The Texas Business Court has issued significant rulings on jurisdictional requirements involving ‘qualified transactions’ of over US$10 million. These rulings mandate that parties involved in disputes present clear jurisdictional facts. Key cases include Atlas IDF vs. Nexpoint, where transaction value assessments were reaffirmed, and G-Force vs. Bloecher, which clarified jurisdiction limits in unsigned contracts. The court’s ongoing focus on jurisdiction will shape future business dealings in Texas, especially with potential legislative changes reducing the threshold for Business Court cases.
Texas – In a significant development, the Texas Business Court issued three important rulings in June 2025 regarding “qualified transactions” under Texas Government Code Chapter 25A. These rulings provide clarity on jurisdictional requirements and the definition of a “qualified transaction,” which is specifically defined as any transaction involving consideration valued at no less than US$10 million, whether in the form of payments or loans/advances.
The Business Court emphasized the need for litigants to adequately plead jurisdictional facts, irrespective of whether the jurisdiction is contested. Judges are actively examining jurisdictional inquiries, reflecting a stringent approach to procedural requirements. This trend underscores the court’s mandate to ensure that jurisdictional facts are established early in litigation.
In the case of Atlas IDF v. Nexpoint Real Estate Partners, the First Division of the court confirmed that the value of a potential “qualified transaction” is evaluated at the time the transaction occurs. The ruling clarified that the consideration for a promissory note includes not only the principal amount but also the expected interest. This determination allowed the court to affirm Atlas’s claim that the transaction exceeded the US$10 million threshold, as Nexpoint did not challenge Atlas’s valuation.
Additionally, the court rejected the argument that pre-suit interest on promissory notes should not be considered under Texas Government Code § 250A.004(d). This ruling provided further insight into what constitutes acceptable considerations in determining the value of qualified transactions.
In a different case, G-Force & Associates v. Bloecher et al., the Eighth Division determined that it lacked jurisdiction over claims stemming from a bidding process that did not lead to a completed contract. The ruling highlighted the clear statutory definition of a “qualified transaction,” emphasizing that it requires a finalized and consummated agreement.
However, the Eighth Division noted that claims for tortious interference concerning prospective business relationships could still be pursued as long as they relate to an ongoing business relationship based on an existing agreement. This stipulation provides a pathway for parties seeking to recover damages related to prospective relationships.
In another ruling involving Slant Operating v. Octane Energy Operating, the Eighth Division concluded that Slant Operating had sufficiently asserted its claims as arising from a qualified transaction, despite the agreement lacking a specified amount of consideration. This ruling drew attention to the importance of how claims are framed at the pleading stage, underscoring that passing initial challenges does not resolve all jurisdictional disputes.
Going forward, the Texas Business Court is expected to take a proactive role in examining jurisdictional issues and may raise such questions on its own initiative during proceedings. Litigants are thus advised to provide detailed factual support demonstrating that disputes relate to qualified transactions exceeding US$10 million.
It is also notable that the definition of a “qualified transaction” explicitly excludes loans made by banks or credit institutions. According to Texas Government Code § 25A.004(d), the Business Court maintains concurrent civil jurisdiction with district courts over cases with an amount in controversy exceeding US$10 million, excluding certain categories of damages.
Furthermore, recent legislative changes may lead to a reduction in the amount-in-controversy requirement for Business Court filings, potentially lowering it from US$10 million to US$5 million. This shift could expand the court’s jurisdiction to include specific intellectual property claims and litigation related to internal affairs, marking a notable evolution in the scope of the Texas Business Court’s authority.
Overall, these recent rulings by the Texas Business Court signal an important phase in navigating complex business disputes, placing emphasis on jurisdictional clarity and procedural diligence within the framework of qualified transactions.
Deeper Dive: News & Info About This Topic
- Norton Rose Fulbright: What is a Qualified Transaction in the Texas Business Court
- Dallas News: New Law Makes Texas Easier for Corporations to Fend Off Disputes
- White & Case: Texas Business Courts – What You Need to Know
- Wikipedia: Jurisdiction
- Google Search: Texas Business Court
Author: STAFF HERE COLLEGE WRITER
The COLLEGE STATION STAFF WRITER represents the experienced team at HERECollegeStation.com, your go-to source for actionable local news and information in College Station, Brazos County, and beyond. Specializing in "news you can use," we cover essential topics like product reviews for personal and business needs, local business directories, politics, real estate trends, neighborhood insights, and state news affecting the area—with deep expertise drawn from years of dedicated reporting and strong community input, including local press releases and business updates. We deliver top reporting on high-value events such as the Brazos Valley Fair & Rodeo, Chilifest, and Aggie Muster. Our coverage extends to key organizations like the Bryan-College Station Chamber of Commerce and United Way of the Brazos Valley, plus leading businesses in education, biotechnology, and retail that power the local economy such as Texas A&M University, Fujifilm Diosynth Biotechnologies, and H-E-B. As part of the broader HERE network, including HEREAustinTX.com, HEREDallas.com, HEREHouston.com, and HERESanAntonio.com, we provide comprehensive, credible insights into Texas's dynamic landscape.
