USA – TEXAS Trends and Developments Contributed by: Daniella Main, Alix Allison, Richard Guiltinan and Catherine G. Pritchard, Vartabedian Hester & Haynes LLP
software applications, information technology and systems, data and data security, pharmaceuticals, biotechnology products, and bioscience technolo- gies” (Tex. Gov’t Code § 25A.004 (d)(4)). This also includes trade secrets as defined by the Texas Uni- form Trade Secrets Act (Tex. Gov’t Code § 25A.004 (d)(4)(B)). • The amendments also grant the Business Court concurrent jurisdiction with district courts to “enforce an arbitration agreement, appoint an arbitrator, or review an arbitral award, or in other judicial actions authorized by an arbitration agree- ment” (Tex. Gov’t Code § 25A.004 (d-1)). Many Business Court opinions focus on meeting the jurisdictional threshold. Texas’s new Business Court is still in its infancy. Substantive law will come lat- er – once more cases reach judgment – but proce- dural rulings issued in 2025 are quietly establishing the playbook for jurisdiction, pleading and drafting strategy. For Texas businesses and investors, those threshold decisions matter most right now: they deter- mine which court will hear the case and how parties can structure transactions to qualify for this special forum. Even modest procedural orders are being stud- ied closely for guidance on how to access the Busi- ness Court’s docket. Since the Business Court’s lower jurisdictional thresh- old did not take effect until 1 September 2025, some opinions reviewed here still apply the prior threshold. However, the opinions shed light on the Business Court’s interpretation of jurisdictional requirements as applied to complex and analysis-specific cases. The Business Court’s early decisions involving com- mercial real estate, oil and gas, and healthcare reflect the diverse and growing Texas economy and the structure of the state’s deal flow. As these industries continue to drive business activity across Texas’s larg- est cities, they are likewise shaping the contours of Texas’s emerging commercial jurisprudence. The Impact of the Business Court on Real Estate Litigation in Texas Modest procedural orders are being studied closely for guidance on how to access the Business Court’s docket. Guidance arrives amid one of the most vola-
tile real estate climates in decades. Over the past 24 months, the commercial property market has faced surging borrowing costs, rising operating expenses and eroding asset values. Developers now confront maturity defaults, valuation disputes and contentious loan workouts. In Texas, those pressures intersect with an especially active market: Dallas–Fort Worth (DFW) remains one of the largest commercial-real estate hubs in the country. The convergence of market strain and a new special- ised forum means that jurisdictional rulings today may set the tone for years of property-related litigation. Early jurisdictional guidance Atlas was one of the first Business Court opinions to interpret the term “qualified transaction” under Government Code § 25A.001 (14) ( Atlas IDF, LP v NexPoint Real Est. Partners, LLC , 2025 Tex. Bus. 16, 715 S.W.3d 390 (1st Div.)). The case involved enforce- ment of two promissory notes assigned through a pur- chase-and-sale agreement. Judge Whitehill held that the action “arose out of” that assignment – a qualified transaction – because Atlas would not have its claim but for that deal. He adopted a broad “but-for” causa- tion standard rather than a narrow proximate-cause test, aligning with Texas Supreme Court precedent addressing similar contract provisions in the forum selection and arbitration context. The Business Court also clarified two important meas- urement rules: first, the USD10 million aggregate value requirement is gauged at the time of the transaction, not at the time of litigation; and second, “interest” excluded from the amount-in-controversy calculation refers only to accessory or statutory interest, not to contractual interest that forms part of the claim itself. That interpretation pushed the case above the USD10 million jurisdictional threshold. Atlas therefore stands as the first clear roadmap for real estate debt and assignment litigation to qualify for Business Court jurisdiction. Chaudhry came from a Dallas apartment development that restructured its investors as costs rose ( Chaudhry v Stillwater Cap. Investments, LLC , 2025 Tex. Bus. 31, 2025 WL 2322370, (1st Div.)). The plaintiff, an early investor, alleged fiduciary breaches and fraud,
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