Fifteenth Court of Appeals Decision – Thursday, October 15, 2026

No. 15-26-00136  In re Joseph Beard, Relator (Business Court No. 26-BC-1B-0018) On a Petition for a Writ of Mandamus  SearchMedia.aspx

For the Business Court’s decision of September 22, 2026, see 2026 Tex. Bus. 65  Summary: Texas Business Court Decision – September 22, 2026 – Dowd Bennett

Background. Beard worked for the venture capital firm Perot, Jain, L.P. under a 2015 offer letter promising a “3 percent promote;” he spent several years managing the firm’s portfolio company, Access Healthcare. When he left in 2020, he signed a Separation Agreement  giving him a 3% promote in the portfolio companies listed in Schedule A, followed by a release confirming he had been paid in full for those companies; Access did not appear on Schedule A. Beard later sued Perot Jain and the individual defendants alleging that his 3% interest in Access had been deliberately omitted from Schedule A of the Separation Agreement, and that Jain had promised to pay him when the defendants liquidated their interests in Access. After New Mountain Capital acquired a majority interest in Access for $2 billion in January 2025, defendants refused to pay Beard. He brought this action in Dallas County District Court, asserting claims for fraud, fraudulent inducement, promissory estoppel, quantum meruit, breach of the employment agreement, and breach of a “handshake agreement.” Defendants removed the case to the Business Court under Tex. Gov’t Code Sec. 25A.004(b)(6) and (d)(1). The Business Court denied Beard’s motion to remand, and he sought mandamus relief from the Fifteenth Court of Appeals.

Issues Presented:

1. Whether “arising out of” a qualified transaction in Sec. 25A.004(d)(1) requires only “but-for” causation or something more.
2. Whether Beard’s claims arose out the Access Healthcare sale.
3. Whether Beard’s non-party status in the sale, or the Legislature’s intent to limit the Business Court to “big business” disputes, defeats jurisdiction.

Discussion. The court denies the petition for mandamus, holding the Business Court did not abuse its discretion in denying the motion to remand to the Dallas County District Court.

1.  The parties do not dispute that the Access sale was qualified transaction under Sec. 25A.004(d)(1), given the amount involved. The question is the level of causation necessary for Beard’s action to have arisen of that sale. The Texas Supreme Court has read “arising out of” to signal a requirement for “but-for” causation, not proximate causation. After citing cases where the phrase was interpreted in the context of an insurance policy and a forum selection clause, the court notes that contract and statutory construction are viewed similarly and that courts borrow such interpretations. The Business Court did not err in reading the phrase in the same way; the Legislature did not include a stricter causation limitation in the statute, and the court would not read one into the statute that is inconsistent with existing law. Thus “arising out of” indicates a broad “but-for” causal relation.
2. The Access sale was the “but-for” cause of Beard’s claims, since his fraud, promissory estoppel, and handshake-agreement claims all depend on the alleged promise to pay after the sale – without the sale, he would have no basis to complain. Thus the sale is a “but-for” cause of the litigation, even if the claims also arise from Beard’s employment agreement.
3. The court rejects Beard’s assertion that because he was not a party to the sale, the inquiry into whether his claims arise from that transaction should end there. Nothing in the statute addresses contractual privity of all parties, and a “qualified transaction” is defined as one in which “a party” pays or receives at lease $5 million. Here, according to Beard’s pleadings, a party – Perot Jain – received at lease $5 million, and that satisfies the statutory language. Beard was not required to be a party to the sale for a qualified transaction to exist. Legislative history about the Business Court being created to  handle only “high stakes commercial cases” between “big businesses” cannot reliably describe the Legislature’s intent, and the court looks to the language actually enacted; nothing in that language – or the Business Court’s subsequent exercise of its jurisdiction over individuals -supports such an interpretation. Requiring Beard to litigate  his case in the Business Court is not contrary to the Legislature’s intent as expressed through the statutory language.

Writ denied.