SMU Corporate Governance Initiative · Hilltop Forum on Capital Markets
The Hilltop Docket
Issue No. 19 · Monday, September 21, 2026 · Week in review
Issue No. 19 · Monday, September 21, 2026 · Week in review · Covering September 13 – September 19, 2026, and 2026 Tex. Bus. 61 (signed September 11), carried from Issue No. 18.
Can a Texas limited liability company agreement cut the duties its own manager owes down to a short written list? Yes. In Hinds v. Sandman Offshore, LLC, 2026 Tex. Bus. 63, the court applied an agreement that made the manager answerable only for gross negligence, willful misconduct or breach of the agreement itself, and dismissed the fiduciary claims that reached past that list. Can the same agreement let a majority expel a member with no notice and no hearing? Yes. The agreement allowed company action by written consent without notice, and the court declined to add a procedural protection the parties could have negotiated and did not. Did anything survive? Of what the motions reached, two things did: the fiduciary claims pleaded as willful misconduct, and a contract claim that the company refused a special meeting the agreement obliged it to hold. Other alleged breaches by Wegner were not moved against and were not decided. Can a plaintiff move her own lawsuit into the Business Court weeks after filing it? Twice in four days the answer was yes. In Dhannani v. Batool, 2026 Tex. Bus. 61, the thirty-day clock ran from the district court’s injunction ruling, not from the petition; in The Bakery LLC v. Naterra International, Inc., 2026 Tex. Bus. 64, it ran from the day the defendant’s own counterclaims first carried the case over $5 million. When the parties have written the duties and the pleadings have fixed the amount, how much is left for the court to decide? On these three records, what the papers put in front of it.
2026 Tex. Bus. 63 · Hinds v. Sandman Offshore, LLC
| Citation | 2026 Tex. Bus. 63 (mem. op.) |
|---|---|
| Cause number | 26-BC11A-0053 |
| Division | Eleventh Division, per the caption and the cause number. The signature block reads “Judge of the Texas Business Court, Fourth Division.” See the note below. |
| Judge | Sharp, J. The signature block on the final page is typed “Stacy Rogers Sharp, Judge of the Texas Business Court, Fourth Division” over the signature; the official register lists the opinion under Sharp, J. |
| Signed | September 14, 2026 (“SIGNED ON: September 14, 2026”; clerk-entered 9/14/2026) |
| Vehicle | Partial motions to dismiss under Rule 91a, filed July 31, 2026 by Sandman Offshore and by David Wegner ¶1 |
| Disposition | Both motions granted in part. Eight lettered dismissal rulings: Counts III, VI, VII, VIII and X dismissed with prejudice in full; portions of Counts I, II and IV dismissed with prejudice. The fiduciary claims in Counts IV and V based on alleged willful misconduct, and the special-meeting contract claim, continue, as do the alleged breaches by Wegner on which he did not move. No attorney’s fees to any party. Conclusion and Order, a–h |
| Opinion | Signed PDF · 29 pages, ¶¶1–62 plus an unnumbered Part VII and the Conclusion and Order · read in full for this issue |
Sandman Offshore is an oil and gas company with five members, each holding a twenty percent interest. Two of them, Russell Hinds and David Wegner, acted as co-managers. According to Hinds’s own petition, he was the day-to-day manager; in March 2026 the members removed him as co-manager, and the next month they expelled him as a member, all, he alleges, without notice or an opportunity to be heard. ¶2 Sandman pleads that the removal and expulsion were prompted by self-dealing: that Hinds recommended his own drilling-services company, EnviroCore, to the assignee of a Sandman lease without disclosing that he owned it. ¶3 Hinds pleads that the members knew all along, that EnviroCore does not conflict with Sandman’s business, and that Wegner orchestrated the written consents out of animus and for his own gain. ¶4 None of that is found. Every fact above is a party’s allegation; only Hinds’s pleaded facts are taken as true, and only for the purpose of the motions.
The procedural posture matters. Rule 91a asks whether a claim has a basis in law or fact on the pleadings alone; the court may not consider evidence, but it may read any pleading exhibit permitted by Rule 59. ¶¶6–8 Hinds attached the Sandman company agreement to his petition, and no party objected to the court reading it. ¶12 n.2 So the agreement is in and is construed by its terms; the written consent that expelled him is in, but the truth of what it asserts is not. ¶38
A member owes nothing; a manager owes what the agreement left
Co-members of a Texas limited liability company owe each other no fiduciary duties by virtue of membership alone, and Section 101.401 of the Business Organizations Code lets the company agreement expand, restrict or eliminate the duties a member or manager owes. Where the agreement provides that a manager is subject to no duties, fiduciary or otherwise, except those expressly set out in the agreement, and preserves liability only for gross negligence, willful misconduct or breach of the agreement, the manager’s fiduciary exposure is limited to that list. Fiduciary claims resting on conduct the agreement expressly permits, here removal and expulsion by written consent without notice, have no basis in law. Fiduciary claims pleaded as willful misconduct in managing the company survive Rule 91a. ¶¶12–13, 16–21
“Wegner owes no fiduciary duty merely by virtue of his membership interest.”
2026 Tex. Bus. 63, ¶12
The member half is short. The Texas Supreme Court held in Bertucci v. Watkins, 709 S.W.3d 534, 544 (Tex. 2025), that members of a limited liability company do not owe formal fiduciary duties to fellow members simply because they are co-members; the Sandman agreement creates none; so Wegner owes Hinds no fiduciary duty as a member. ¶12
The manager half turns on Section 5.10 of the agreement. The court reproduces the clause as an image of the contract page and paraphrases it: a manager is liable to the company and the other members only for gross negligence, willful misconduct or breach of the agreement, and, in the words the court quotes later, “[e]xcept for such duties as may be expressly set forth in this Agreement, a Manager shall not be subject to any duties (including fiduciary duties) in the management of the Company.” ¶¶13, 16, 46 The court reads that as a limitation rather than an elimination: the agreement does not strip managers of every duty, it keeps the ones it names. ¶16 All parties conceded that Sandman’s managers owed some fiduciary duty; they disagreed about how much. ¶17
From there the court sorts Hinds’s fiduciary theories into two piles. Claims that Wegner orchestrated the expulsion, concealed the plan, and installed a replacement manager without notice fall on the wrong side of the agreement, because Section 5.8(d) expressly permits company action by written consent “without a meeting, without prior notice, and without a vote.” A duty to give notice that the contract disclaims cannot be one of the duties “expressly set forth in this Agreement.” ¶¶19–20 Claims that Wegner engaged in willful misconduct in managing the company, usurped opportunities and diverted a royalty interest are grounded in the pleadings and in the agreement, and go forward. ¶¶18, 21 The court quotes Pitts v. Rivas, 709 S.W.3d 517, 529–30 (Tex. 2025), for the proposition that freedom of contract includes the freedom to define a business relationship in a way that forecloses judicially imposed duties inconsistent with it, and cites its own earlier application of a comparable exculpatory clause in Tall v. Vanderhoef, 2025 Tex. Bus. 15, ¶ 26 (8th Div.). ¶¶14, 21
Hinds also pleaded an informal fiduciary relationship. He alleged that he and Wegner “were business associates for approximately sixteen years,” beginning in or about 2010, in a relationship marked by mutual trust. That figure is Hinds’s pleaded allegation, quoted by the court; it is not a finding. ¶24 The court held it insufficient as a matter of law under Pitts: a long and trusting business relationship “came nowhere close” to an informal fiduciary one, and the parties in any event reduced their obligations to writing and restricted them. ¶¶23–25 The implied-covenant claim fell with it, because absent a special relationship parties to a Texas contract owe no duty of good faith, a rule the court takes from Barrow-Shaver Resources Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471, 490 (Tex. 2019). ¶¶27–28
The expulsion
Hinds’s contract claims came in three parts, and the order splits them.
The procedural claim is dismissed. Hinds alleged Sandman expelled him without notice, hearing or process. The Business Organizations Code lets a limited liability company act without a meeting and without notice where the governing documents so provide, and the Sandman agreement provides exactly that. ¶¶31–33 (Sections 101.358 and 101.359 of the Code are the provisions the court cites; the current text of each was read in the official compilation for this issue.) The court cites its own Primexx decision, 2025 Tex. Bus. 9, ¶¶ 179–81 (1st Div.), for the principle that a court may not rewrite a contract to add procedural protections the parties could have negotiated but did not. ¶33
The for-cause claim is dismissed. Section 2.9 of the agreement bars expulsion except for cause and only by a Majority Interest decision; Section 5.11 makes “conflicting business activity, as determined by Majority Interest of the Members,” one such cause. ¶¶35–36 The court does not accept as true that Hinds’s conduct was in fact conflicting business activity; his petition says it was not. ¶38 But the agreement assigns that determination to the majority, not to any single member or to the court, and Hinds pleaded no facts suggesting the majority failed to make it. ¶¶39–40 As to his removal as manager, Hinds conceded the agreement permits removal with or without cause. ¶41
The special-meeting claim survives. Section 5.7 lets members holding at least ten percent call a special meeting on at least ten days’ notice. Hinds pleads that on April 29, 2026 he requested a meeting about his expulsion, that the next day, after the expulsion was executed, he delivered notice of a special meeting for May 11, and that Sandman refused to honor it. He held twenty percent when he asked. Taken as true, that states a claim. ¶¶42–43
The fraud claims (nondisclosure and constructive fraud) fell because each depended on a duty to disclose that the agreement had eliminated. ¶¶46–47 The tortious-interference claim fell because Wegner was a party to, not a stranger to, Hinds’s relationship with Sandman; the court assumed without deciding that Texas recognizes a claim for interference with an existing business relationship. ¶¶60–62 & n.3
The conversion chain
Hinds also sued for conversion of his membership interest. A membership interest is personal property under Section 101.106(a) of the Code, and the Code’s definition of a membership interest, Section 1.002(54), excludes the member’s right to participate in management. ¶52 (The opinion states the exclusion in the words of the Code’s ownership-interest definition, “an owner’s right to participate in management,” which is Section 1.002(64), while citing Section 1.002(54); both definitions exclude that right, as read in the official compilation on September 19.) And Hinds did not plead that the interest itself was taken: by the agreement’s terms the expulsion forfeited his vote but left him the interest and a right to sell it through an appraisal process, which the opinion records Sandman as conceding. ¶53 Texas conversion generally requires tangible property; intangible rights are reachable only where merged into a document that is itself converted. Membership interests are presumed uncertificated under Section 3.201(c) unless the governing documents say otherwise, and the Sandman agreement says nothing about certificates. ¶¶54–56 The 1891 Texas Supreme Court decision Hinds relied on, Rio Grande Cattle Co. v. Burns, 17 S.W. 1043, 1045 (Tex. 1891), involved certificated corporate stock, and does not reach the forfeiture of intangible voting rights. ¶57
The authority the court leans on for that chain is its own. Carrington v. Corsi, 2026 Tex. Bus. 57 (11th Div.), treated in Issue No. 14, is cited at ¶¶54–56 (five citation references across the three paragraphs, counting id. cites) for the tangible-property rule, the merger exception, and the holding that a governing document saying units “may, but need not be certificated” does not displace the statutory presumption. Thirty-three days separate the two opinions.
The caption reads Eleventh Division and the cause number is an Eleventh Division number. The signature block beneath the order is typed “Stacy Rogers Sharp, Judge of the Texas Business Court, Fourth Division.” The official register lists the opinion under Sharp, J.; Judge Sharp signed 2026 Tex. Bus. 62 ten days earlier as a Fourth Division judge. The opinion refers to earlier Business Court decisions from more than one division as “this court,” so that phrase settles nothing. This publication has seen no assignment order and does not know the basis on which the opinion was signed. Those are the facts on the face of the documents; no inference is printed.
Five people own a fishing boat through a company they formed for the purpose, under a written agreement. The agreement says the person running the boat is on the hook only for gross negligence, deliberate wrongdoing or breaking the agreement itself; that the group can act by signing a paper, with no meeting and no warning; and that a majority can throw an owner off the boat for a conflict of interest, with the majority deciding what counts as a conflict. One owner gets thrown off and sues for everything: unfairness, no warning, no hearing. Thrown off means he loses his vote, not his share: the agreement leaves him his fifth of the company and a way to sell it at an appraised price.
The court’s answer is that he signed that paper. He does not get the fairness rules he left out of it. He does get the two things he wrote in: nobody may run the boat with deliberate wrongdoing, and if a ten-percent owner asks for a meeting on ten days’ notice, the group has to hold one.
Texas and Delaware, side by side
Hinds applies Section 101.401 in the form the Legislature gave it in 2025, when it added the word “eliminate.” The provision, and the Delaware provision that does the same work, are set out below as the official compilations print them. The statutory cells quote the compilations; where Texas has no counterpart provision, the Texas cell says so and cites the case law that fills the gap.
| Texas | Delaware |
|---|---|
| “The company agreement of a limited liability company may expand, restrict, or eliminate any duties, including fiduciary duties, and related liabilities that a member, manager, officer, or other person has to the company or to a member or manager of the company.” Tex. Bus. Orgs. Code § 101.401, as amended by Acts 2025, 89th Leg., R.S., ch. 21 (S.B. 29), § 18, eff. May 14, 2025 |
A member’s or manager’s duties “may be expanded or restricted or eliminated by provisions in the limited liability company agreement; provided, that the limited liability company agreement may not eliminate the implied contractual covenant of good faith and fair dealing.” Del. Code Ann. tit. 6, § 18-1101(c) |
| The Texas statute contains no express reservation. The Texas Supreme Court has said that “absent a special relationship, parties to a contract have no duty to act in good faith,” a rule Hinds applies to dismiss the implied-covenant claim. Barrow-Shaver Res. Co. v. Carrizo Oil & Gas, Inc., 590 S.W.3d 471, 490 (Tex. 2019), quoted at 2026 Tex. Bus. 63, ¶27 |
A company agreement may limit or eliminate liabilities for breach of duties, “provided, that a limited liability company agreement may not limit or eliminate liability for any act or omission that constitutes a bad faith violation of the implied contractual covenant of good faith and fair dealing.” Del. Code Ann. tit. 6, § 18-1101(e) |
| No policy clause. Section 101.401 states the power and stops. | “It is the policy of this chapter to give the maximum effect to the principle of freedom of contract and to the enforceability of limited liability company agreements.” Del. Code Ann. tit. 6, § 18-1101(b) |
The difference visible on the face of the two provisions is a reservation. Delaware authorizes elimination of fiduciary duties and, in the same sentence, carves out the implied covenant of good faith and fair dealing; a second subsection preserves liability for its bad-faith violation. Texas authorizes elimination of “any duties, including fiduciary duties, and related liabilities” and contains no express reservation comparable to Delaware’s. Hinds applied the Texas provision to one agreement, and applied the Supreme Court’s special-relationship rule to the implied-covenant claim that was pleaded alongside it.
Hinds decides that the Sandman agreement limited its managers’ duties to an express list and that no special relationship supported an implied covenant on the facts pleaded. It does not decide whether Section 101.401 permits an agreement to eliminate every duty a manager might owe, whether any Texas contract-law or statutory protection survives such an elimination, or how a Texas court would treat an agreement drafted to Delaware’s reservation. Barrow-Shaver arose from a negotiated farmout agreement between sophisticated parties, and its holding is stated in those terms. The comparison above is confined to what the two statutes say; the question of how far the Texas text reaches is open on the sources, and this publication does not answer it.
The argument Hinds did not have to meet. Section 101.401’s silence on the implied covenant can be read to mean only that the statute creates no such protection, leaving the common law of contract to supply one where the bargain supports it; Barrow-Shaver arose between sophisticated parties at arm’s length, and a court asked to extend its rule to a company agreement that eliminates rather than limits duties would have to decide whether those facts travel. That argument was not made in Hinds and is not decided by it.
For drafters. A Texas company agreement gets the duties and the procedures it writes down. Notice before expulsion, a hearing, an express good-faith performance obligation: each exists for a manager or member only if the agreement says so, and Hinds enforced one that said the opposite. Writing such a term in creates a contract term; it does not create the special relationship an implied covenant would require. ¶¶27–28
2026 Tex. Bus. 64 · The Bakery LLC and Ken Media LLC v. Naterra International, Inc.
| Citation | 2026 Tex. Bus. 64. Not a memorandum opinion; the register designates it “(3d Div.)” with no “mem. op.” |
|---|---|
| Cause number | 26-BC03A-0027 |
| Division | Third Division |
| Judge | Hon. Melissa Andrews (typed beneath the signature) |
| Signed | September 15, 2026 |
| Vehicle | Defendant’s motion to remand |
| Disposition | Motion DENIED; removal held timely ¶¶1, 10 |
| Opinion | Signed PDF · 7 pages, ¶¶1–10, preceded by a staff-written syllabus that states on its face that it is not part of the opinion. Nothing below rests on the syllabus. |
On May 19, 2026 the plaintiffs sued on a sworn account for $1,350,507 in services. On July 1 Naterra filed counterclaims alleging more than $60 million in damages. On July 29 the plaintiffs removed the action to the Business Court, asserting that it arose out of a qualified transaction and that, with the counterclaims added, the amount in controversy exceeded $5 million. ¶2 The opinion gives the year only for the May filing; July 1 and July 29 are printed without one, and the sequence leaves no other reading. Naterra moved to remand on timeliness alone. It did not dispute that the removal came within thirty days of its counterclaims or that the case now satisfies the amount-in-controversy requirement. Its argument was that it had threatened those counterclaims, and put a figure above $60 million on them, in response to a pre-suit demand letter, so the plaintiffs knew or should have known the amount in controversy exceeded $5 million before suit was ever filed. ¶4 The opinion never says which court the case came from, and this publication does not supply it.
The thirty-day removal period in Section 25A.006(f)(1) of the Government Code runs from the later of service and the date the removing party discovered, or reasonably should have discovered, facts establishing the Business Court’s jurisdiction. Jurisdiction depends on the claims in the suit, collectively, and the amount in controversy is “the total amount of all joined parties’ claims” under Section 25A.004(i). Counterclaims that have not been pleaded are not claims in the suit, even if threatened and even if valued. Where the original claims fall below $5 million, the clock starts when counterclaims are filed that first carry the action over the threshold, not when they were threatened. ¶¶3, 5–6, 8
“Typically, a court’s jurisdiction cannot be predicated on hypothetical future events that might occur.”
2026 Tex. Bus. 64, ¶5
The reasoning is compact. The court had no basis to conclude it had jurisdiction before the counterclaims were filed, much less that the plaintiffs knew of facts establishing it. ¶5 A party who threatens counterclaims may bring them, forgo them, bring different ones, or revalue them; a court’s jurisdiction does not turn on which it chooses. ¶5 Before July 1 the only claims in the suit were the plaintiffs’, and “[n]o party alleges that amount was within this Court’s jurisdictional limits.” ¶6 The statutory language the court quotes for aggregation is Section 25A.004(i); the qualified-transaction basis the plaintiffs invoked is described at ¶2 and not separately analyzed, because Naterra did not contest it.
Naterra relied on DrinkPAK, LLC v. PRIII/Crow Building C, LP, 2026 Tex. Bus. 27 (8th Div.) (mem. op.), where a defendant’s removal was held untimely. The court distinguished it: in DrinkPAK the claims the plaintiff originally pleaded already exceeded the threshold, so the clock ran from filing or service regardless of later counterclaims. Filing a counterclaim does not create a new action or restart the clock for claims already within the court’s jurisdiction, but it can bring an action within that jurisdiction when the earlier claims did not. That is what happened here and not there. ¶¶7–8 A footnote adds the qualification that pre-suit demands can be compelling evidence of the value of claims actually pleaded when an evidentiary inquiry into the amount in controversy is required. ¶5 n.5 And the court noted, as the plaintiffs argued, that Naterra’s rule would let a defendant who threatened counterclaims wait more than thirty days after the petition, file them, and leave every other party with no timely path to remove, an outcome the court had already rejected as unworkable in SafeLease Insurance Services LLC v. Storable, Inc., 2025 Tex. Bus. 6, ¶ 10, 707 S.W.3d 130, 133 (3d Div.). ¶9
A truck is over the limit at a weigh station when the cargo actually on it weighs too much, not when the shipper says he intends to load more later. He may load it, load less, or load something else. The day the truck has to pull into the inspection bay is the day the load on it crosses the line. What the shipper said he would load is not the load; once cargo is on the truck, his earlier estimate can help measure it, but it cannot put the truck over the line by itself.
Here the plaintiffs pleaded a claim of $1,350,507. The defendant had said before suit that its own claims were worth more than $60 million, but it did not file them until July 1. The case crossed $5 million that day, and the plaintiffs had thirty days from then. They used twenty-eight.
The Bakery decides when the removal clock starts for a party whose own claims sat below the threshold until the other side’s counterclaims carried the action over it: on the day those counterclaims were filed. It does not decide the qualified-transaction basis the plaintiffs also invoked, which Naterra did not contest, and it does not reach the case DrinkPAK governs, where the claims first pleaded already exceed the threshold and the clock runs from filing or service. ¶¶2, 7–8 The argument the opinion rejects, that a party “reasonably should have discovered” the court’s jurisdiction from counterclaims that were threatened with a figure attached but not yet filed, is the one an appellate court would have to accept to move the clock earlier; no appellate treatment of the point has been read for this issue.
For practitioners. Where jurisdiction arrives with a later pleading, the removal clock runs from that pleading’s filing under the discovery limb of Section 25A.006(f)(1)(B); the service limb and the pending-injunction limb are untouched. A demand letter, a threatened counterclaim, or a figure quoted in negotiation does not start it, and a party that wants the clock running files the claim that starts it.
2026 Tex. Bus. 61 · Dhannani v. Batool
| Citation | 2026 Tex. Bus. 61 (mem. op.). The register heading prints the citation as “2026 Tex, Bus. 61,” a comma for a period; the PDF and the register link’s own title carry the correct form. |
|---|---|
| Cause number | 26-BC11A-0054 |
| Division | Eleventh Division |
| Judge | Hon. Sofia Adrogué (typed beneath the signature: “Texas Business Court, Eleventh Division”) |
| Signed | September 11, 2026; clerk-entered 9/11/2026 |
| Vehicle | Defendants’ motion to remand, heard July 20, 2026 ¶1 |
| Disposition | Motion DENIED. Decided: timeliness of removal and the amount in controversy, the two issues set at a June 8 status conference; nothing else ¶¶1, 6 & n.14, 17 |
| Opinion | Signed PDF · 10 pages, ¶¶1–17 and an unnumbered decretal paragraph · read visually from the page images; see the source note |
The text layer of this PDF is degraded: it drops short words and corrupts digits inside citations. Nothing in this treatment was taken from extracted text. Every paragraph number and every fact below was read from the page images of the signed PDF, whose hash matches the copy held in this publication’s canonical feed. The paragraph boundary at ¶9 was checked specifically: the passage beginning “Defendants argue that Plaintiffs have filed…” carries no paragraph marker and sits inside ¶9; ¶10 begins with the fifty-six-day sentence. Because the text layer cannot be trusted, no quotation from this opinion is printed.
On April 3, 2026, Rashmin Dhannani sued three defendants in Harris County district court, alleging that they had removed and converted approximately $500,000 of company inventory, transferred $36,772.23 from the operating account, seized or froze the business’s social-media accounts, removed phones holding customer information, and acted to form a competing business. ¶2 She pleaded monetary relief of $250,000 to $1,000,000. Three amended petitions followed: April 21 (adding Select Novelties LLC as a plaintiff and Aslam Ajani as a defendant, and raising the pleaded range to over $1,000,000), May 6 (reframing the suit as brought individually and derivatively on behalf of Select), and May 29 (alleging an amount in controversy over $5 million). ¶3 A temporary restraining order issued April 6, an amended one April 22, and on May 28 the district court granted a temporary injunction in part. ¶¶4, 9 On May 29, the day after the injunction, Dhannani removed her own case to the Business Court. ¶5 The defendants moved to remand.
Under Section 25A.006(f)(2) of the Government Code, and Rule 355(c)(2)(B), where an application for temporary injunction is pending on the date the removing party discovered, or reasonably should have discovered, facts establishing the Business Court’s jurisdiction, the notice of removal is due not later than the thirtieth day after the application is granted, denied, or denied as a matter of law. A plaintiff’s opposed notice filed fifty-six days after her original petition but one day after the temporary injunction was granted is timely. On this record, three orders that reiterated the same injunctive relief while the petitions added parties and claims did not appear to the court to be “successive” applications that would defeat the rule. ¶¶7–10 On the amount in controversy, the pleadings control unless the challenger shows a sham or readily establishes the amount as below the threshold; a petition pleading over $5 million shifts the burden, and conclusory allegations with no verified affidavit or evidence do not carry it. ¶¶11–16
The timeliness holding rests on SafeLease, 2025 Tex. Bus. 6, ¶ 9 (3d Div.), which the court quotes for the proposition that the thirty-day deadlines in Section 25A.006 and Rule 355 do not begin running before the lawsuit is filed. ¶9 The defendants argued that the plaintiffs had filed successive and indefinite injunction applications to thwart the statute; the court found three iterations of relief (the April 6 order, the April 22 amended order, and the May 28 injunction) that reiterated what was sought while the petitions added parties and claims. ¶9 Fifty-six days is the court’s own figure, and it is right: April 3 to May 29 is fifty-six days. ¶10
On the amount in controversy, the court applied the burden-shifting standard from C Ten 31 LLC v. Tarbox, 2025 Tex. Bus. 1, ¶¶ 46, 49–50, 708 S.W.3d 223 (3rd Div.), as restated in Yaun and Aspire: a good-faith allegation of damages controls unless another party presents evidence that the amount was falsely asserted to obtain or avoid jurisdiction. ¶¶12–15 The Third Amended Petition pleaded that the company’s going-concern value before the alleged conduct far exceeded $5 million. ¶14 & n.26 The defendants did not controvert it with a verified affidavit or evidence, and the court contrasted Black Mountain SWD, LP v. NGL Water Solutions Permian, LLC, 2025 Tex. Bus. 24, ¶¶ 18–21, 718 S.W.3d 281, 288–89 (8th Div.), where the party challenging jurisdiction met the burden with a declaration by a chief financial officer setting out a damage calculation below the threshold. ¶16 (Dhannani’s parenthetical calls that declaration the defendant’s. Black Mountain itself records, at ¶ 20, that the declaration was the plaintiff’s, filed with its motion to remand after the defendant had removed. The contrast Dhannani draws, evidence against none, does not depend on which side filed it.) A footnote restates SafeLease’s answer to the forum-shopping objection: the risk is not unique to the Business Court, and the court will not second-guess the Legislature’s policy determinations. ¶13 n.24
Whether the claims fall within the enumerated categories of Section 25A.004 was not contested and is recited rather than analyzed. ¶11 Nothing on the merits, the derivative posture, or the counterclaims for a receiver and dissolution is decided. ¶5 & n.14
A store gives you thirty days to return an item. But if you sent it in for repair, the thirty days run from the day the repair is finished, not from the day you bought it. The repair has to be in the shop on the day you learned the item qualified for return; sending it in afterward does not reopen a window that has closed. The defendants counted from the purchase date and said fifty-six days was too late. The court counted from the repair date, the day the district court ruled on the injunction, and said one day was well inside the window.
Two plaintiffs removed their own cases
In both remand opinions this fortnight, the party who filed the suit is the party who moved it. In Dhannani the plaintiff removed and the defendants sought remand; in The Bakery the plaintiffs removed and the defendant sought remand. Both motions were denied. 2026 Tex. Bus. 61, ¶¶5, 17; 2026 Tex. Bus. 64, ¶¶1–2, 10
That configuration is what the Texas provisions contemplate. Rule 355(a) provides that “[a] party to an action originally filed in a district court or county court at law may remove the action to the business court,” and Section 25A.006(f) speaks throughout of “the party requesting removal.” Neither text confines removal to a defendant. The clock is keyed to events: service, discovery of jurisdictional facts, or the ruling on a pending injunction application. Tex. R. Civ. P. 355(a), (c)(2); Tex. Gov’t Code § 25A.006(f)(1)–(2) The two opinions apply different limbs of that clock: The Bakery the discovery limb of subsection (f)(1)(B), Dhannani the injunction limb of subsection (f)(2). The statute says “denied as a matter of law”; the rule says “denied by operation of law.” The two are not identical texts, and Dhannani describes the statute as echoing the rule rather than repeating it. 2026 Tex. Bus. 61, ¶8
Two opinions signed four days apart are two data points. Whether plaintiff-initiated removal is a pattern across the court’s 127 opinions is a countable question, and SafeLease is itself a third instance the court cites. That count is queued as a future item and is not asserted here either way.
The filing week · seven new petitions, and two reported late
The table below is the week’s new Business Court intake as the docket record states it. Every row carries a case style, a cause number, a division, a presiding judge, a case type and a filing date, each copied from the court records system rather than characterized. No petition below has been read. Nothing here describes what any party alleges, what any claim is worth, or how any matter is likely to come out; a new petition is one side’s account of a dispute, and the record reported here reflects no answer and no ruling on any of them.
These rows come from the re:SearchTX case exports ingested into this publication’s docket feed on September 19, 2026, which regenerated docket_alerts.json that day for the first time since August 22. Each row was checked against the export rows themselves, not against a summary. Cause-number links go to the Texas court records search; a login may be required. Styles are printed as the case export prints them, including two party names that appear there as “Prime Datra Centers, LLC” and “Previm Propoerties, LLC” (the alert notice for the latter spells it “Previm Properties”). Where the export’s judge field differs from the alert notice, both are printed.
| Filed | Style | Cause · division | Judge | Case type |
|---|---|---|---|---|
| Tue Sep 15 |
FTM Wealth PLLC and FTM Wealth LLC v. Kirk Elliot and Legacy Partners, LLC | 26-BC01A-0077 1st Div. (1a) |
Bullard (the export’s judge field, following a docket-equalization assignment noticed Sep 16; the Sep 15 alert notice recorded Bouressa) | Other Civil |
| Tue Sep 15 |
Clearway Energy Group LLC v. Shannon Bachart, Brian Holmes, Timothy Leavitt, and Qcells | 26-BC08A-0029 8th Div. (8a) |
Bullard | Other Civil |
| Wed Sep 16 |
Natalie Funcheon, Chris Sumter, and Jeremiah Collins v. Prime Datra Centers, LLC, Data Realty Holdings Corporation, Nicholas Laag, and Ulrich Pelz | 26-BC01B-0078 1st Div. (1b) |
Whitehill | Other Civil |
| Wed Sep 16 |
Sims Southwest Corporation v. Ash Grove Cement Company | 26-BC11A-0107 11th Div. (11a) |
Adrogué | Other Property |
| Thu Sep 17 |
Data Can Do Corp., Mobile Can Do Corp., Qui Jing, Mobile Intouch Corp., Data Intouch Corp., and Finderof Corp. v. MaxKey Tech LLC, Daniel Miaw, Ming-Min Yang, Hsien-Chun Hsieh, SkyLink Global Inc., StayConnect Corp., Chaowen Liu, Wei-Kuan David Chi, StayConnect LLC, Jason S. Lee, Brett Morris, XKey Solutions LLC, Daniel Miaw P.C., Christopher Jimenez, Shibo Pei, and ByteLogistic Inc. | 26-BC01A-0079 1st Div. (1a) |
Bouressa | Other Civil |
| Fri Sep 18 |
David Stryzewski v. Pecunia Group LLC, AM1 Group LLC, Joshua Feuerstein, and Evelio Silvera | 26-BC01B-0080 1st Div. (1b) |
Whitehill | Securities/Stock |
| Fri Sep 18 |
LSM NOMA II, LLC v. Shoham Amin | 26-BC01B-0081 1st Div. (1b) |
Whitehill | Other Civil |
Filed earlier, reported now
Two petitions filed on Friday, September 11, inside Issue No. 18’s window, did not appear in that issue’s table. Both carry a September 11 filing date in the court records system; neither appeared in that issue’s table, which was built from the alert notices, and the September 19 feed regeneration surfaced them. They are reported here with that explanation. Consistent with standing practice, Issue No. 18 is not amended: it stated the alert record accurately as it stood at press.
| Filed | Style | Cause · division | Judge | Case type |
|---|---|---|---|---|
| Fri Sep 11 |
Amir Ahmed v. Dharmendra Verma, Previm Propoerties, LLC, Health and Wellness Solutions, P.A., and Portland Partners Development, LLC | 26-BC11B-0106 11th Div. (11b) |
Dorfman | Partnership |
| Fri Sep 11 |
Transportes de Carga Fema S.A. de C.V. v. W&B Services Company, LLC and Hyundai Translead, Inc. | 26-BC04A-0018 4th Div. (4a) |
Barnard | Debt/Contract — Fraud/Misrepresentation |
The numbering run
The one structural fact in the intake that can be checked without reading a pleading is the numbering. With the two September 11 petitions restored, it checks out in every division that took a filing.
- First Division: 0077, 0078, 0079, 0080, 0081 — five consecutive numbers across four days, following 0076 in Issue No. 18. Two went to 1a and three to 1b; the division’s two dockets draw from one sequence.
- Eleventh Division: 0106 (September 11, the late-reported Ahmed) and 0107 (September 16), following 0105 in Issue No. 18. The gap that would have shown had 0106 stayed unreported is exactly the gap this check exists to catch.
- Eighth Division: 0029, following 0028, itself reported late in Issue No. 17.
- Fourth Division: 0018 (September 11), following 0017 in Issue No. 17.
- Third Division: no new petition recorded in the window; 0034 from Issue No. 18 remains the last number held.
It is evidence about this publication’s coverage, not about the court. An unbroken run means no petition was filed in these divisions between the lowest and highest numbers held and then missed by the channel. A petition numbered above the last number held is invisible to it, so the check bounds the interior of the range and not its top edge. It says nothing about how the court allocates work, nothing about the pace of filings, and nothing one week of data could support in any event. Five of the seven petitions filed September 15 through 18 landing in the First Division is a fact about four days.
For the record
The register carries two opinions signed inside this issue’s window. The Texas Business Court’s official opinions register was read on Saturday, September 19, 2026, in a browser with a cache-busting parameter. Its highest citation is 2026 Tex. Bus. 64, The Bakery v. Naterra International, signed September 15; beneath it sits 2026 Tex. Bus. 63, Hinds v. Sandman Offshore, signed September 14. The register is read again on the Monday the issue is dated; any change is reported in the next issue rather than folded into this one.
The second channel has caught up. The Dowd Bennett Texas Business Court blog, read the same day, posted 2026 Tex. Bus. 63 on September 15 and 2026 Tex. Bus. 64 on September 17. The two channels agree this week for the first time since August. As always, every fact reported above about the three opinions comes from the signed PDFs and not from either index.
Why a September 11 opinion appears in the September 21 issue. 2026 Tex. Bus. 61 was signed inside Issue No. 18’s window and was on the register when that issue went to press, under a heading in which the court mistyped the citation as “2026 Tex, Bus. 61.” Issue No. 18’s read keyed on the heading and skipped it; that issue carries a dated correction to that effect, entered September 15, which said the opinion would be treated here. It is. The heading on the register still reads with the comma as of September 19.
How each opinion was read. 2026 Tex. Bus. 63 and 2026 Tex. Bus. 64 were read in full from the signed PDFs, whose SHA-256 hashes match the copies recorded in this publication’s canonical feed. 2026 Tex. Bus. 61 was read from the page images of its signed PDF, hash likewise matched, because its text layer is degraded; the two block quotations in this issue come from the other two opinions, and none is taken from it.
The canonical opinions feed is current. This publication’s opinions.json regenerated on September 19, 2026 at 14:57 UTC with 127 records and a highest citation of 2026 Tex. Bus. 64, matching the register. The copy of opinions.json published under this site’s research directory is a retired mirror that no published page reads. When this issue was built on September 19 it still carried a generation stamp of August 18, 2026 and 123 records; it was refreshed from the feed at this issue’s deploy and now carries the September 19 stamp. It is reported because it is public, and it is not a source for anything printed here.
The docket-alert feed ran for the first time since August 22. docket_alerts.json regenerated on September 19, 2026 at 14:58 UTC from re:SearchTX exports of cases, filings and hearings. The petition tables above and the calendar below are derived from that regeneration. The twenty-eight-day gap between the two runs is the reason Issues No. 15 through No. 18 built their petition tables from the alert notices directly and republished a calendar they could not refresh.
Dockets and calendar
The settings below come from this publication’s docket-alert feed as regenerated on September 19, 2026, which merges every re:SearchTX hearings export ingested to date. The September exports (September 13, 15, 18 and 19) are capped at 500 rows and, as captured, reach only cases filed since late February 2026; they do not reach the earlier-filed cases listed here. Rows marked † rest on exports captured between August 3 and August 22 and have not been re-verified since; unmarked rows are confirmed in the September 19 export. The table lists trial settings, injunction hearings, and dispositive-motion hearings recorded for September 21 through October 2; routine conferences and status settings are omitted, with one exception: the Clean Hydrogen Works pre-trial conference and special appearance are kept because they bear on the sequencing flagged below; settings the record shows as canceled are omitted. Judge names are printed as the export records them. Settings move; every entry should be confirmed against the live docket before anyone travels. The rows dated Monday, September 21 are set for the morning this issue is dated; what occurs at them is not something this issue can state, and it is not stated.
| Date | Matter | Court · judge | Setting |
|---|---|---|---|
| Mon, Sep 21 8:00 a.m. | Robert May, Foxborough Energy Company, LLC, et al. 25-BC04B-0007 † | 4th Div. (4b) · Sharp | Jury trial |
| Mon, Sep 21 9:00 a.m. | Stonebriar Commercial Finance, LLC v. Justin Ward (25-BC01A-0059 consolidated) 25-BC01A-0055 † | 1st Div. (1a) · Bouressa | Jury trial |
| Mon, Sep 21 9:00 a.m. | Steven Bloom v. HydroTech, Inc. and Kirk Kennedy 25-BC01B-0034 † | 1st Div. (1b) · Whitehill | Jury trial |
| Mon, Sep 21 9:00 a.m. | Plains Oryx Permian Basin Pipeline LLC, et al. v. Texas-New Mexico Pipe Line Company, et al. 25-BC11A-0030 · 2026 Tex. Bus. 29 † | 11th Div. (11a) · Bullard | Bench trial |
| Mon, Sep 21 9:00 a.m. | Michael Baxley v. Rockin B Wireless Consulting, Inc., et al. 25-BC11B-0041 † | 11th Div. (11b) · Dorfman | Jury trial |
| Mon, Sep 21 9:00 a.m. | Tate Group Automotive, LLC v. Legacy Automotive Capital, LLC, et al. 25-BC11B-0020 † | 11th Div. (11b) · Dorfman | Summary-judgment hearing |
| Mon, Sep 21 10:00 a.m. | David Norcom, et al. v. American Ventures, LLC, et al. 26-BC03B-0014 | 3rd Div. (3b) · Sweeten | Injunction |
| Tue, Sep 22 9:00 a.m. | Ali Davoudi, et al. v. James Ernest Springer, Jr., et al. 26-BC11B-0047 | 11th Div. (11b) · Dorfman | Temporary-injunction hearing |
| Thu, Sep 24 2:00 p.m. | Clean Hydrogen Works, LLC, et al. v. Denbury Carbon Solutions, LLC, Exxon Mobil Corporation, et al. 25-BC11A-0017 · 2026 Tex. Bus. 58 † | 11th Div. (11a) · Adrogué | Pre-trial conference |
| Mon, Sep 28 9:00 a.m. | Clean Hydrogen Works, LLC, et al. 25-BC11A-0017 † | 11th Div. (11a) · Adrogué | Trial on the merits (recorded daily through Fri, Oct 2) |
| Mon, Sep 28 9:00 a.m. | UC Green, LLC, et al. v. James Fallon, et al. 25-BC04A-0005 † | 4th Div. (4a) · Barnard | Jury trial |
| Mon, Sep 28 9:00 a.m. | Kulik Consulting LLC v. Real Broker Commercial, LLC, et al. 25-BC11B-0034 † | 11th Div. (11b) · Dorfman | Jury trial |
| Mon, Sep 28 10:00 a.m. | Beard v. Beard 25-BC01B-0036 † | 1st Div. (1b) · Whitehill | Jury trial |
| Mon, Sep 28 11:00 a.m. | Jean Christine Thompson, et al. v. Michael Mann, et al. 25-BC01B-0038 † | 1st Div. (1b) · Whitehill | Motion for summary judgment |
| Tue, Sep 29 9:00 a.m. | Energy Founders Fund, LP v. Phillip Daskevich, et al. 26-BC11A-0004 † | 11th Div. (11a) · Stagner | Bench trial (recorded daily through Fri, Oct 2) |
| Wed, Sep 30 9:00 a.m. | Khwab Dekhne Wala, LLC v. Jeremy Orr, et al. (recorded for Sep 22 in the Sep 7 export; for Sep 30 in every export since Sep 13) 26-BC01A-0029 | 1st Div. (1a) · Bouressa | Temporary-injunction hearing |
| Wed, Sep 30 9:00 a.m. | Tim White, et al. v. Luis Labastida, et al. 26-BC11B-0041 | 11th Div. (11b) · Dorfman | Temporary-injunction hearing |
| Wed, Sep 30 9:30 a.m. | Clean Hydrogen Works, LLC, et al. 25-BC11A-0017 † | 11th Div. (11a) · Adrogué | Special appearance |
| Thu, Oct 1 10:00 a.m. | Clearway Energy Group LLC v. Shannon Bachart, et al. (filed Sep 15; see above) 26-BC08A-0029 | 8th Div. (8a) · Bullard | Temporary-injunction hearing |
| Fri, Oct 2 10:00 a.m. | Raheel Bengali and Practical Holdings, LLC v. Alex Sinno and Sridhar Vasireddy 26-BC04B-0004 | 4th Div. (4b) · Sharp | Summary-judgment oral hearing |
The sequencing anomaly first flagged in Issue No. 15 stands on a record that has not been refreshed: the Clean Hydrogen Works settings rest on the August exports, which record a special appearance on September 30 at 9:30 a.m. inside a trial on the merits recorded daily from September 28 through October 2. It is printed as recorded and flagged, not reordered. Of the settings Issue No. 18 carried forward from the August export, the Cobalt Falcon bench trial of September 16 fell inside this window and is not in the forward table; what occurred at it is not stated. The Plains Oryx, Clean Hydrogen Works and Beard settings are carried on the dates previously published; the September exports do not reach those cases, so none of the three is re-verified.
Carried forward
- Plaintiff-side removals across the corpus. A count of opposed removals by plaintiffs among the 127 opinions, with a defined unit, is queued. Until it is done, nothing is asserted about a pattern.
- The Hinds division question. Caption Eleventh, signature block Fourth, register Sharp. Watched for any assignment order or clerk’s notation; nothing inferred.
- The register heading for 2026 Tex. Bus. 61 still prints a comma for a period as of September 19. The feed parser now reads the PDF link’s title as a second field; the heading itself is the court’s to fix.
- The Fifteenth Court of Appeals decision of September 15 in CreateAI Holdings, Inc. v. Bot Auto Tx, Inc., No. 15-25-00001-CV, on appeal from 2025 Tex. Bus. 17, was noted on the second channel and has not been read. Queued for treatment once the opinion is read.
- Re-scoping the alert searches to the Business Court divisions remains open. The September 19 feed run reduces the exposure but does not remove it.
- The retired research-directory mirror of
opinions.jsonwas refreshed at this issue’s deploy after a month stale. Whether to keep refreshing it or remove it, so that no reader mistakes it for the feed, is open. - The nine petitions reported above, and the ten from Issue No. 18, on the watch list for a first substantive order. The Clearway Energy Group temporary-injunction hearing of October 1 is the first setting among them.
- Whether Parker v. Lynzara-Austin Real Estate Management is refiled in Kendall County, or an appeal is taken; nothing on the record at press.
- Whether Hinds proceeds on the surviving willful-misconduct and special-meeting claims, and the outcome of the Rule 91a motions against Sandman’s counterclaims that the opinion notes were taken under advisement. 2026 Tex. Bus. 63, ¶5 n.1
- The pending adviser suits over the Snap One and Couchbase transactions, treated in Issue No. 16; no signed opinion read in either.
- The Daley claims in CAM Industrial Solutions; whether Jackson goes up; a final judgment in Sri Shirdi. Status unchanged at press.