Texas Business Court Decision – Wednesday, May 20, 2026

No. 26-BC11B-003  Clean-Co Systems, Inc. v. Enterprise Products Operating, LLC (Division Eleven, Judge Dorfman) 2026 Tex. Bus. 32

Jurisdiction.

Background.

Clean-Co sued Enterprise in state district court to recover on a single unpaid invoice for industrial cleaning services performed in July-August 2025 under a time-and-materials purchase order. The invoice, originally $154,360 increased to $688,141 due to changes in the scope of the work. Enterprise removed the case to the Business Court, asserting qualified transaction jurisdiction and filing a counterclaim for approximately $8 million for boiler damages allegedly caused by Clean-Co’s deficient work. Clean-Co moves to remand the matter to the district court, challenging the court’s jurisdiction.

The issue in the case is whether the dispute arose from a “qualified transaction” under Tex. Gov’t Code Sec. 25A-004(d)(1) – specifically, whether the single purchase order at issue, considered alongside the parties’ 2003 Master Service Agreement (MSA) and over two decades of sporadic spot contracts between the parties, constituted “a transaction, or series of related transactions” with aggregate consideration exceeding $5 million under Sec. 25A.001(14). The court holds it lacks jurisdiction and remands the matter to district court.

Held:

1.  The MSA standing alone could not qualify because, at execution, no consideration was paid or promised – it was merely an umbrella framework for future work.
2.   The court sustains Clean-Co’s hearsay objections to admission of Enterprise’s Oracle payment records, by which Enterprise sought to establish that it had paid Clean-Co $7.88 million since 2003.   The court found Enterprise has not established that the Oracle platform and the underlying invoices are non-hearsay business records. This eliminated the only evidence purporting to show that the parties transacted more than $5 million under the MSA and that those services were “related.”
3. But that does not decide the matter as Enterprise’s pleading squarely recites the existence of a series of related transactions in an amount exceeding $5 million. However, even construing the pleadings liberally in favor of jurisdiction, what appears on the record is a series of transactions between Enterprise (or its affiliates) and Clean-Co for differing scopes of specialized cleaning that took place over a period of more than 20 years in a variety of geographic areas. But only the purchase order at issue supplies the basis for any claim or counter-claim.  The other orders are not in controversy; Enterprise does not contend that Clean-Co performed these historical purchase orders deficiently, nor does Clean-Co seek recovery under them. These other transaction are historical background and evidence of the parties’ long-standing relationship, but they have nothing to do with the subject matter of this suit.  Thus, the court lacks jurisdiction over the case under Government Code Sec. 25A.004(d)(1) because the MSA and the invoice at issue, taken together, do not constitute “a transaction, or a series of related transactions” that exceeds $5 million in consideration.  The motion for remand is granted.