Texas Business Court Decision – Wednesday, May 14, 2025
No. 25-BC08A-003G-Force & Associates, Inc. v. Chad Bloecher, et al. (Eighth Division, Judge Bullard)
Civil case – Jurisdiction – Qualified Transaction. Defendants Bloecher and Largent were employed by plaintiff in senior management positions and had access to plaintiff’s proprietary information; they agreed not to divulge this information while employed by plaintiff and for one year after employment ended. They resigned in November 2024 and went to work for defendant PrimeTech, a company Bluecher co-founded in October 2024; Primetech immediately began to compete with plaintiff, bidding for future business from plaintiff’s prior customers and taking over an existing contract. Plaintiff filed this suit in Hood County in December, 2024, alleging a variety of causes of action, including misappropriation of trade secrets, tortious interference with an existing and prospective business relationships, and breach of fiduciary duty. Plaintiff obtained a TRO against defendants barring use of confidential or proprietary information. In February, 2025, and without plaintiff’s agreement, defendants filed a notice of removal to the Business Court; defendants contend the qualified transaction required for removal under Section25A.004(d)(1) consists of the projects on which it bid, the potential value of which exceeds $10 million. Plaintiff moved to remand.
Held: (1) The plain language of Section 25A.001(a)(14)(A) reflects the legislature’s intent that a qualified transaction means a consummated agreement or contract, and there can be no qualified transaction in the absence of a consummated agreement or contract binding the parties to perform their bargained-for mutual obligations; the bidding process to which defendants point to establish the required qualified transaction does not satisfy this requirement because they are not consummated agreements or contracts; the company soliciting the bids has not accepted any bids, and there is nothing but a potential transaction.
(2) With respect to defendant’s argument that the Business Court has jurisdiction under Section 25A.004(e) because the action seeks injunctive relief, the court does not have jurisdiction under that section because there is no claim within the Court’s jurisdiction under subsection (d)(1), a prerequisite for establishing jurisdiction under subsection (e) – see C Ten 31 LLC, 2025 Tex. Bus. 1. at paragraphs 18-24, 708 S.W.3d 15 232-34.
(3) The motion for remand is granted.