Background

Alamo Title Company brought suit against WFG National Title Company, the new company of Alamo's former president, alleging that WFG aided and abetted the former executive's breach of fiduciary duties and misappropriated sensitive business information. WFG removed the case to the Texas Business Court, asserting that the amount in controversy exceeded five million dollars and that the claims fell within multiple statutory jurisdictional grants. The jurisdictional question turned on whether the petition's allegations—though not framed as standalone trade-secret or intellectual-property claims—nevertheless invoked the Business Court's subject-matter jurisdiction under Sections 25A.004(b)(5) and (d)(4).

The Jurisdictional Framework

The court applied what the opinion describes as "the court's jurisdictional balance-shifting framework" to evaluate whether WFG's removal satisfied the statutory prerequisites. Under this framework, the defendant's removal notice bore the initial burden of establishing jurisdiction. The court found that WFG's pleading of more than five million dollars in controversy satisfied the statutory jurisdictional threshold where plaintiff offered no rebutting evidence. This holding suggests that once a removing defendant pleads facts supporting the amount-in-controversy requirement, the burden shifts to the plaintiff to produce contrary evidence—and silence or bare denials will not suffice to defeat jurisdiction.

Aiding-and-Abetting Jurisdiction Under Section 25A.004(b)(5)

The court held that Alamo's allegations against WFG satisfied the jurisdictional clause in Texas Government Code Section 25A.004(b)(5), which grants the Business Court jurisdiction over certain governance and fiduciary-duty disputes. Specifically, the court found that the plaintiff's allegations that the former president's new company aided and abetted his breach of fiduciary duties satisfied the jurisdictional clause. This holding is significant because it extends Section 25A.004(b)(5) beyond direct fiduciary-breach claims to encompass secondary-liability theories against third parties who allegedly facilitated the breach. The decision clarifies that the Business Court's governance jurisdiction is not limited to claims against fiduciaries themselves but reaches entities that knowingly participate in fiduciary misconduct.

Intellectual-Property Jurisdiction Without a Standalone Claim

Perhaps more notably, the court held that jurisdiction existed under Section 25A.004(d)(4)—which requires that a suit "relate to" intellectual-property ownership or use—even though Alamo had not pleaded a standalone trade-secret misappropriation claim. The court reasoned that the petition's repeated allegations regarding misappropriation of sensitive business information invoked Section 25A.004(d)(4)'s jurisdictional clause. This holding demonstrates that the "relate to" language in Section 25A.004(d)(4) is broad enough to capture cases where intellectual-property issues are woven throughout the factual allegations, even when not formally pleaded as distinct causes of action. The decision suggests that parties cannot avoid Business Court jurisdiction simply by characterizing trade-secret disputes as other types of claims when the underlying facts clearly implicate intellectual-property rights.