Texas Business Court Decision – September 15, 2026

No. 26-BC03A-0027  The Bakery LLC, et al. v. Naterra International, Inc. (Third Division, Judge Andrews) 2026 Tex. Bus. 64

Jurisdiction.

Background. Plaintiffs sued Naterra in May, 2026 on a sworn account, alleging Naterra owed them $1.3 for services provided. In July, Naterra filed counterclaims seeking more that $60 million in damages. Later that month, plaintiffs removed the action to the Business Court, asserting the suit arose from a qualified transaction and, with the counterclaims, exceeded the $5 million jurisdictional threshold. Naterra moved to remand, asserting the removal was untimely, even  though it was filed within 30 days of the addition of the counterclaims, because it had sent plaintiffs a pre-suit demand letter in which it threatened counterclaims in excess of $60 million. Defendants argued this gave plaintiff notice of the facts establishing Business Court jurisdiction and that the 30-day removal clock should have started running before suit was even filed.

Issues presented:

1. Whether removal was timely under Tex. Gov’t Code Sec. 25A.006(f)(1)(A)-(B) and Tex. R. Civ .P 355(c)(2)(A), which require removal within 30 of the date a party was served or reasonably should have discovered facts establishing the Business Court’s jurisdiction. Held- Yes.
2. Whether pre-suit threats to assert counterclaims – where those counterclaims have not yet been pleaded – can themselves establish the Court’s amount-in-controversy jurisdiction and thus trigger the removal deadline before suit is filed.  Held: No.

Discussion.

Removal was timely. Because an “action” for jurisdictional purposes consists of the claims collectively joined in the suit, and the amount in controversy is measured by aggregating the total value of “all joined parties’ claims” [Tex. Gov’t Code Sec. 25A.004(i)], unpleaded counterclaims are not part of the action and cannot supply jurisdiction merely because a party has threatened to bring them. A party who threatens counterclaims retains discretion to add or omit them and the amount to seek, and jurisdiction cannot rest on such a hypothetical future event. Plaintiffs’ complaint did not meet the jurisdictional amount, and plaintiffs had no basis to know of Business Court jurisdiction until the counterclaims were actually pleaded in the action.

The court distinguishes DrinkPAK, LLC v. PRIII Crow Building C, LLP, 2026 Tex. Bus. 27, 2026 WL 1347499 (8th Div.), where removal was found to be untimely because defendants already knew the plaintiff’s originally pleaded claims independently satisfied the jurisdictional minimum, yet failed to remove within 30 days of service. The court also cites SafeLease Insurance Services LLC v. Storable, Inc., 2025 Tex. Bus. 6, 707 S.W.3d 130 (3rd. Div.), for the principle that the Court cannot have jurisdiction over an action before the petition was filed; permitting pre-suit threats to start the removal clock would let a defendant strategically delay filing counterclaims for more than 30 days to deprive the parties of any timely removal window, an outcome the court rejected as unworkable in SafeLease.