The Business Court has denied a motion to remand a case arising out of an alleged diversion of a business opportunity committed by members of an LLC that owned a freestanding emergency medical facility in Galveston County.
South Shore ER, LLC and Suchmor Thomas, M.D. v. Amir Bashiri (2026 Tex. Bus. 39; June 11, 2026) arose from a dispute between the owners of a stand-alone emergency medical facility in League City. Dr. Thomas incorporated South Shore ER in 2021 as an LLC governed by a company agreement. The agreement contained non-compete, non-solicitation, and confidentiality provisions, including a provision barring members from owning, operating, managing, or controlling a “Competing Business” within 10 miles of South Shore for a specified period. Dr. Thomas invited Bashiri to become a member and manage South Shore, who became its Chief Operating Nursing Officer and COO in exchange for a 15% interest. Bashiri, however, did not make a capital contribution. Subsequently, another physician, Dr. Joseph, became a member of South Shore.
In 2022 South Shore began planning an additional facility in Manvel, which involved identifying potential sites, designing facility layouts, completing feasibility studies and market analyses, and conducting site visits. The following year, Dr. Thomas notified an architect, Wang, of his intention to retain his firm to assist. In the meantime, Bashiri and Dr. Joseph, along with another physician, Dr. Zachariah, formed Brazos Real Property Holdings, LLC, which bought land in Manvel. Other entities invested in the venture, and together they formed a new entity, Manvel Emergency Center, LLC. The new facility was to be located less than two miles from South Shore.
In December 2024 Dr. Thomas and South Shore sued Bashiri in a Galveston County district court. It later added the remaining defendants, Drs. Thomas and Zachariah, Brazos, and the Marvel ER group of contributors, to the suit. Plaintiffs alleged breach of contract, d misappropriation of trade secrets, theft, conversion,conspiracy, and other tort and statutory claims. They sought restitution from Bashiri of $1.84 million for distributions paid to him but alleged no other specific damages. Bashiri and Dr. Joseph counterclaimed, alleging wrongful removal. Wang and Brazos also counterclaimed seeking a declaratory judgment of non-liability. In April Defendants removed the case to the Business Court. South Shore moved to remand, arguing that (1) a forum-selection clause requires litigation in Galveston County, (2) removal was untimely, and (3) South Shore didn’t consent to supplemental jurisdiction in the Business Court.
In an opinion by Judge Stagner, the court denied the motion to remand. First, the court ruled that the forum-selection clause in the company agreement was unenforceable. Defendants argued that the clause doubled as a mandatory venue requirement and that Texas law doesn’t permit enforcement. As the court observed, forum selection clauses, which “contractually select[] the adjudicative body in which jurisdiction is properly invoked, generally a nation or state,” are distinct from venue selection clauses, which “select[] the geographic place of trial within a specified forum, such as a particular county or court. Venue selection clauses are generally unenforceable unless specifically authorized by statute. Section 15.020, CPRC, authorizes enforcement of such clauses in actions arising from “major transactions,” defined as “a transaction evidenced by a written agreement . . . [involving] consideration with an aggregate stated value equal to or greater than $1 million.”
Plaintiffs argued that § 15.020 applied because their action met the $1 million threshold. But, as the court pointed out, the company agreement on its face didn’t state the value of the consideration given for a membership interest, only the percentage of each member’s interest. Nobody was required to pay anything. Plaintiffs then tried to argue that the company agreement was “part of” a major transaction “when read together with offering memoranda and subscription agreements purporting to offer $1.375-million in membership units ….” This argument failed because Plaintiffs didn’t offer any supporting in its motion to remand, only in its reply brief, so its evidence was untimely. Even it had been timely, though, it wouldn’t have made any difference because “[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.” And even if the venue selection clause had been enforceable, the 11th Division of the Business Court includes Galveston County, and a jury trial in the case would be conducted in Galveston County with Galveston County jurors. In short, Plaintiffs got what they bargained for in the company agreement in all events.
Plaintiffs next argued that Defendants’ removal was untimely because they should have calculated that the amount in controversy exceeded $5 million sooner than they did. Observing that Plaintiffs’ various pleadings never specified damages more than $1.84 million, such as lost profits from the diverted corporate opportunity, the court determined that the pleadings didn’t “allege facts from which a jurisdictional amount can reasonably be determined.” Indeed, Plaintiffs primary claim was for constructive trust over the as yet unbuilt Manvel ER and its future profits. Trying to infer the profitability of a facility that didn’t exist based on the profits of South Shore “cannot serve as a reliable proxy for the value of a distinct Marvel facility that [South Shore] never built.” Additionally, nothing obligated Defendants “to speculate about both wht the proper damages theory is and how to quanity it—neither of which should be demanded of a removing party evaluating the face of the pleadings.”
Since the pleadings didn’t establish the minimum amount in controversy, the court looked to Defendants’ notice of removal. The notice referred to South Shore’s expert report, which was served on Defendants on March 23, 2026. That report quantified damages at over $16 million. Defendants filed their notice of removal on April 22, 2026, 30 days after receiving the report. Notice was thus timely.
Finally, the court rejected Plaintiffs’ argument about consent to the court’s supplemental jurisdiction. They contended that the majority of their claims, taken individually, fell outside the court’s original jurisdiction and should be remanded in the absence of consent. Since the Business Court has previously ruled that the term “action” in §25A.004 “refers to the lawsuit or judicial proceeding generally, as opposed to only individual causes of action or theories of liability.” Consequently, the court has jurisdiction over the whole case once original jurisdictionis established. In the present case, Plaintiffs’ pleadings described “a single, integrated business dispute concerning the governance and internal affairs of [South Shore], the rights and obligations of its members and managers, the alleged division of a corporate opportunity, and the alleged misappropriation of [South Shore’s] trade secrets and proprietary materials.” In fact, the “fiduciary-duty claims form the centerpiece of [South Shore’s] case. Such claims fall “squarely within Section 23A004(b)(5), which expressly encompasses actions alleging breaches of duties owed by owners, controlling persons, and managerial officials.” So did Plaintiffs’ claims for misappropriation of trade secrets and trade-name infringement. No question of the court’s original jurisdiction.
The court concluded that the court had original jurisdiction and that the venue-selection clause was unenforceable. It denied the motion to remand.
