Texas Business Court Decision – March 3, 2026

No. 25-BV11B-0094  Angela Yuan v. Battle & Sands Energy Corp., et al. (Division 11, Judge Dorfman)

Jurisdiction. Yuan sued defendants over a dispute about royalty fees on frac sand, and she alleged claims for breach of contract, equitable estoppel, quasi-estoppel fraud, and relief under the Texas Sales Representative Act; defendants removed the case to the Business Court, asserting jurisdiction under TEX. GOV’T CODE Sec. 25A.004(d)(1). Yuan moved to remand contending the dispute does not involve a qualified transaction and does not meet the jurisdictional threshold of $10 million  which she contends was in effect at the time she filed the case in August 2025. The motion is denied.

Held: (1) the dispute involved a qualified transaction as the parties’ alleged agreement plainly meets the definition of a qualified transaction since it provided under its terms that Yuan was entitled to receive royalties that meet the $5 million threshold;

(2) the $5 million threshold applies because House Bill 40 made the change in the jurisdictional amount applicable to civil actions commenced on or after September 1, 2024 and the action here was filed after that date;

(3) where a plaintiff’s pleadings are silent on the matter, if  the removing party’s Notice of Removal pleads the amount in controversy is within the Business Court’s jurisdiction, the removal notice controls, unless plaintiff presents evidence that it is falsely pleaded or that a different amount in controversy is readily established;  Yuan does not contend the defendants falsely pled the amount, and contends, instead, that her declaration in opposition establishes an amount in controversy below the threshold; but her declaration shows that the amount in controversy – what she is already owed and what she would accrue in the next 24 months – exceeds $5 million; it is completely possible or even plausible that Yuan’s damages under this perpetual lease could exceed the minimum amount for a qualified transaction under Sec. 25A.004(d)(1).

(4) in a footnote (#14), the court notes two other bases for Business Court jurisdiction – that Yuan seeks relief under the Texas Sales Representative Act and that defendants’ counterclaim for declaratory judgment appears to involve rights that could exceed $5 million.