In 2003 a chemical-cleaning company, Clean-Co, signed an umbrella service agreement with an Enterprise Products affiliate. That agreement promised nothing on its own — work was ordered, one purchase order at a time, over the next 22 years. In 2025 Clean-Co performed work on a single purchase order; Enterprise didn't pay; Clean-Co sued in regular district court to collect about $688,000. Enterprise tried to move the case to the Texas Business Court — a specialized court for high-dollar commercial disputes — by arguing that because it had paid Clean-Co more than $7.8 million across all the purchase orders since 2003, the relationship as a whole cleared the court's $5 million jurisdictional floor.

Judge Grant Dorfman rejected that "add it all up" theory and sent the case back to district court. The point of the $5 million floor, he reasoned, is that the transactions giving rise to the lawsuit must themselves be big enough — not the parties' entire historical relationship. The 22 years of prior work spanned different facilities, different scopes, and possibly different Enterprise entities; only one purchase order was actually in dispute. None of the rest was in controversy. The decision is the first Texas Business Court opinion to reject this kind of "cumulative-payments-under-an-MSA" jurisdictional theory, and it tightens what defendants must show to keep a case in the specialized court.

The doctrinal hinge is § 25A.001(14)'s "series of related transactions" element, not the § 25A.004(d)(1) jurisdictional grant standing alone. The court signals a four-factor relatedness test as a matter of law: temporal span, scope congruence, facility/geographic congruence, and counterparty/affiliate continuity — applied against the transactions-in-controversy limitation the plaintiff advanced (P9, P11). The court reaches this result even on the deferential pleading-only standard of C Ten 31, LLC v. Tarbox, 2025 Tex. Bus. 1, ¶¶ 49–50 (3d Div.), and explicitly declines to make the hearsay ruling load-bearing (P8). The open question is what happens when temporal span is short, scope is congruent, and the same affiliated counterparty signs every order — Clean-Co does not foreclose aggregation in that fact pattern; it tightens it.

For a defendant invoking § 25A.004(d)(1) under MSA-pleading: (i) plead transaction-by-transaction relatedness with specificity, not a global cumulative-payment number; (ii) attach admissible business-records evidence of the cumulative figure (the Gold affidavit's failure is instructive); (iii) be prepared to address affiliate continuity across the MSA-signatory, the order-issuer, and the work-tasker (P7 n.6); (iv) consider pleading single-integrated-transaction in the alternative under Shell W. E&P (P10); and (v) anchor consideration value to time-of-contracting, not cumulative ex post performance, per Reed v. Rook TX, 2025 Tex. Bus. 34, ¶ 17 (P4 n.3).