Texas Business Court Decision – June 11, 2026

No. 26-BC11A-039   South Shore ER, LLC , and Suchmor Thomas, MD., et al v. Amir Bashiri, et al. (Eleventh Division, Judge Stagner) 2026 Tex. Bus. 39  26-bc11a-0039-south-shore-er-v-bashiri-2026-tex-bus-39.pdf

Removal Jurisdiction/Remands. (The Court has provided a detailed summary of the case on its web site. I encourage our readers to review it.)

Background. Southshore ER (SSER) is a stand-alone emergency medical facility in League City, Texas, formed in 2021 by Dr. Suchmor Thomas. Amir Bashiri later joined as a member and manager, receiving a 15% membership interest by oral agreement in exchange for serving as Chief Nursing Officer and Chief Operating officer. Dr. Jean Joseph also became a member. In 2022, SSER began planning for a second facility in Manvel, Texas, with Bashiri actively participating in confidential site-selection and feasibility studies. SSER alleged that Bashiri and Dr. Joseph conspired with Dr. Phillip Zacharia to divert the Manvel expansion opportunity, resulting in the  formation of a competing entity – Manvel Emergency Center, LLC – that purchased land Bashiri had scouted on SSER’s behalf and commenced development of a competing facility less than 2 miles from SSER’s planned site. SSER alleged additional tortious conduct, including employee solicitation, interference with SSER’s application for a city permit, and misappropriation of SSER’s confidential files.

SSER removed Bashiri and Dr. Joseph from the LLC in August 2024 and filed suit in Galveston County in December 2024, alleging a broad array of business torts, statutory claims, and contract actions, including, among others, breach of contract, unjust enrichment, fraud by nondisclosure, conspiracy, aiding and abetting breach of fiduciary duty, trade-secret misappropriation under the Texas Uniform Trade Secrets Act (TUTSA), and tortious interference with contract and business expectancies. SSER sought damages of $1.84 million from Bashiri for unjust enrichment. In April 2026, defendants removed the case to the Business Court, asserting they learned in March 2026 that the amount in controversy exceeded $5 million when SSER filed an expert report quantifying its damages at $16 million.

Issues. SSER now moves to remand, arguing: (1) the forum-selection clause in the Company Agreement mandated litigation in Galveston County, where the suit was filed; (2) removal to the Business Court was untimely; and (3) SSER did not consent to supplemental jurisdiction in the Business Court.

Discussion. The court denies the motion on all three grounds.

1. First, the court finds Section 12.3 of the Company Agreement was an unenforceable venue-selection clause rather than a forum-selection clause, as it designated a geographic place of trial within Texas without statutory authorization. The court rejects SSER’s argument that the provision is enforceable because the Company Agreement is “part of a major transaction” under Texas Civil Practice and Remedies Code, Sec. 15.020;  a major transaction is one evidenced by a written agreement under which “a person” pays or received, or is obligated to pay or is entitled to receive, consideration with an aggregated value of at least $1 million; under the statute, if the defendant agreed in writing that an action arising from the transaction may be brought it a particular county and the transaction meets the definition of a major transaction, then suit must be brought in that county; if the transaction is not a major transaction then the venue provision cannot be enforced. Here, SSER’s first theory – that the Company Agreement constitutes a major transaction “fails on the face  of the document” because the Agreement  does not state the value of the consideration given for each membership interest, setting forth, instead, each member’s percentage interest; an argument that the value could be set over $1 million because of subsequent distributions to Bashir does not satisfy the statute, which requires aggregate value on the face of the agreement; contingent or prospective amounts do not suffice; the amount must  be fixed and ascertainable from the Company Agreement to qualify as a major transaction.
2. The evidence in support of SSER’s alternative theory -that the Company Agreement was part of a major transaction when read together with offering memorandum and subscription agreements purporting to offer $1.375 million in membership units-  was presented for the first time in its reply and would not be considered; however, even if it had been submitted properly, the theory rests on aggregating the consideration paid by all SSER members for their collective membership interests, and the statute does not permit that approach; the phrase “a person” in the definition of a “major transaction” is singular, requiring that one person pay, receive, or be obligated to pay or entitled to receive $1 million or more; the smaller sums paid to individuals cannot be aggregated to meet the statutory threshold.
3. Removal was also proper because the Eleventh Division of the Business Court includes Galveston County, and the Court is statutorily authorized to hold proceedings there; thus a party who bargained for venue in Galveston County would receive the bargain-for benefit.
4. Removal was timely – the 30-day clock began running only upon the service of the expert report, since the pleadings alone, including both the complaint and the counterclaims, did not establish an amount in controversy exceeding $5 million. The Notice of Removal was based on the expert’s report, which for the first time quantified the damages at over $16 million; the court may look to the Notice to clarify the amount in controversy; the Notice was filed within 30 days of defendants’ receipt of the expert report, and the removal was timely.
5. Supplemental jurisdiction is inapplicable because all of the claims fall within the court’s original jurisdiction; this is a single interlocking dispute involving LLC governance, managerial breaches of duty, and trade-secret misappropriation under Section 25A.004(b) and (d); each of those claims falls withing the Court’s original jurisdiction, and the proceeding as a whole does as well.