Business Court Rejects 'Springing' Qualified Transaction Theory in Master Service Agreement Remand

In Clean-Co Systems v. Enterprise Products Operating, the Business Court's Eleventh Division remanded a dispute over a $688,000 invoice, rejecting the defendant's argument that a 2003 master service agreement became a qualified transaction once cumulative payments exceeded $5 million. The court held that an umbrella agreement involving no consideration at execution could not retroactively satisfy the qualified transaction threshold based on subsequent, unrelated purchase orders spanning over two decades.