The Fort Worth business court [Eighth Division] has rejected an effort to remove to the court a case involving a dispute between a business and former employees over misappropriation of trade secrets and tortious interference with prospective business relationships.
G-Force & Associates, Inc. v. Chad Bloecher, Chad Largent, and Primetech Automation, LLC (No. 25-BC08A-0003; 2025 Tex. Bus. Ct. 18; May 14, 2025) involved a dispute over misappropriation of trade secrets between an industrial services company and former employees who set up a competing business. G-Force hired the two Chads for its automation and electrical division. They had access to G-Force’s proprietary information and agreed to keep it secret while employed and for one year after their employment had terminated. Two years later, the Chads left the company and joined PrimeTech, a direct competitor cofounded by one of the Chads in 2024. His five-year business plan estimated revenues of $5-10 million in the first two years. PrimeTech then took away one of G-Force’s customers and vastly underbid them on a contract with another. Deciding that enough was definitely enough, G-Force sued the Chads and Primetech in Hood County district court, seeking $1 million in damages and injunction relief for, among other things, misappropriation of trade secrets and tortious interference. The trial court granted G-Force’s motion for a TRO. Shortly thereafter, Defendants filed a notice to remove the case (without agreement) to the business court. G-Force contested removal.
In an opinion by Judge Bullard, the court found that it lacked jurisdiction and removal was improper. Defendants argued that removal was proper because the case arose from a qualified transaction pursuant to § 25A.001(14) and 25A.004(d)(1), exceeding the $10 million threshold by virtue of the value of the two projects involved in the lawsuit. Judge Bullard disagreed. First, he rejected Defendants’ contention that a bid process guaranteeing a minimum of at least $10 million to the successful high bidder (though they only $4.2 million for it) facially complied with the statutory requirement. But this required Defendants to argue that a bid process, i.e. “a prospective transaction that involves only one party to the action and that is supported by consideration in the form of revenue provided by a third-party,” came within the statute. As Judge Bullard wrote, however, “a qualified transaction means a consummated agreement or contract,” as reflected in the language of the statute, which specifies the transaction must involve a reciprocal exchange of obligations and consideration between all parties. A bidding process involves nothing of the kind but are merely “contemplated transactions, contingent and speculative in nature and characterized by the ever-present possibility that they will never be effectuated notwithstanding Defendants’ contention to the contrary.”
In this case, the party that solicited the bids (Coastal Chemical) hadn’t accepted either Defendants’ or G-Force’s bids, so no transaction occurred. Even if Coastal had accepted Defendants’ bid, it was only for $4.2 million, well short of $10 million (or, for that matter, of the $5 million in the amended statute). Defendants unsuccessfully tried to distract the court with inapposite authorities, none of which involved a statutory definition of “transaction.” They further asserted that if the statute requires a completed transaction, the court would never have jurisdiction over a claim for tortious interference with a prosective business relationship. Not so, Judge Bullard responded. Tortious interference “is broad enough to encompass claims concerning the interference of a continuing business relationship with an existing customer, not just a prospective business relationship with a prospective customer, especially if that existing business relationship was contractual in nature.” In this scenario, a tortious interference claim could meet the statutory definition if the lost prospect of a continuing business relationship caused damages in excess of the statutory threshold. Finally, Judge Bullard rejected Defendants’ argument that their business plan’s big idea about future revenues could somehow get it into the business court. (Frankly, we don’t see how that argument could have been made with a straight face.)
As to whether the Defendants could establish that the case met the amount in controversy requirement of § 25A.004(d)(1), the court didn’t have to reach that issue because Defendants couldn’t establish that their action arose out of a qualified transaction to begin with. Trying one last throw, Defendants argued that the court had jurisdiction by virtue of § 25A.004(e), which grants the court concurrent jurisdiction with district courts in actions seeking injunctive relief or a declaratory judgment “involving a dispute based on a claim within the court’s jurisdiction under Subsection (b), (c), or (d).” Unfortunately, there is no business court jurisdiction under that subsection in the absence of a claim within the court’s jurisdiction under § 25A.004(d)(1). Strike three. The court remanded to the Hood County district court for further proceedings.
People worried that the business court would take every opportunity to expand its own jurisdiction can rest assured that the opposite is the case. Right out of the gate, the court has decided a number of these jurisdictional questions by drawing definitive lines based squarely on the language of the statute. It seems highly unlikely to us that this will ever be a problem simply because of the exceedingly high quality of the judges who have been appointed and who will likely be appointed in the future. These are professional lawyers and judges, not politicians or empire-builders. That’s why it was so critical that the court have appointed judges. Above all else, businesses need predictability and uniformity in the interpretation of the law. We think the Legislature struck exactly the right balance.
