Background: Trade Secrets Dispute Between Competing Industrial Services Firms

G-Force & Associates, an industrial services provider specializing in automation and electrical work, sued two former employees—Chad Largent and Chad Bloecher—and their new employer, PrimeTech Automation LLC, in Hood County district court on December 19, 2024. G-Force alleged that Largent and Bloecher, who had resigned in late November 2024 after accessing proprietary information, immediately joined PrimeTech (which Bloecher had co-founded in October 2024) and began competing directly with G-Force using trade secrets. The petition asserted claims for misappropriation of trade secrets, conversion, breach of fiduciary duty, tortious interference, and conspiracy, seeking monetary relief exceeding $1 million plus injunctive relief. G-Force obtained a temporary restraining order on the filing date, which remained in effect pursuant to a Rule 11 agreement while the temporary injunction application pended.

The Removal and Remand Motion

On February 10, 2025, defendants removed the case without agreement to the Business Court's Eighth Division, asserting jurisdiction under both Section 25A.004(d)(1) (qualified transaction exceeding $10 million) and Section 25A.004(e) (injunctive relief). Defendants identified several projects as the predicate qualified transactions: PrimeTech had taken over a $10,000 project with Colt Midstream and submitted a competing bid against G-Force for automation and electrical work on a Coastal Chemical facility rebuild in Hobbs, New Mexico. PrimeTech's bid for the Coastal project was less than $4.2 million, though G-Force's broader bid exceeded $10 million. Defendants also pointed to Bloecher's business plan forecasting PrimeTech revenues of approximately $5 million and $10 million in its first two years. G-Force moved to remand on both timeliness and jurisdictional grounds.

The Court's Holding: No Consummated Agreement, No Qualified Transaction

Judge Bullard granted the motion to remand, holding that the court lacked jurisdiction under Section 25A.001(d)(1) because "[n]one of the transactions identified by Defendants, especially the construction-project bids, involves a consummated agreement or contract that would obligate or entitle a party to pay or receive consideration of at least $10 million." The court's analysis turned on the statutory definition of "qualified transaction," which requires an actual agreement or contract—not merely bids, proposals, or revenue projections. The Coastal project bids were particularly instructive: PrimeTech's bid was under $4.2 million, and as of the April 16, 2025 hearing, neither party had been awarded the work. The court implicitly rejected defendants' attempt to aggregate multiple unrelated projects or to rely on speculative future revenues from Bloecher's business plan.

The court reached a second, independent holding: "jurisdiction does not exist under Section 25A.004(e) of the Texas Government Code because, for jurisdiction to exist under subsection (e), jurisdiction must exist under subsection (d)(1)." This ruling clarifies that the injunctive-relief gateway in subsection (e) is not a standalone basis for Business Court jurisdiction but rather depends on first satisfying one of the substantive jurisdictional predicates in subsection (d), including the qualified-transaction requirement. The court did not reach G-Force's timeliness arguments.

Significance for Texas Commercial Practice

This opinion provides critical guidance on what does—and does not—constitute a "qualified transaction" for Business Court jurisdiction. Practitioners cannot rely on unconsummated bids, even for projects exceeding $10 million, to establish the jurisdictional threshold. The decision also forecloses attempts to aggregate multiple smaller transactions or to invoke revenue forecasts and business plans as substitutes for actual contractual commitments. The holding that Section 25A.004(e) requires predicate subsection (d)(1) jurisdiction is equally significant: parties seeking to remove trade secrets or non-compete disputes based solely on injunctive relief must first identify a qualifying transaction, governance dispute, or other subsection (d) basis.

For defendants considering removal in employment and trade secrets cases, G-Force underscores the importance of identifying a specific, consummated contract meeting the statutory threshold. Bid competitions, even high-value ones, will not suffice. For plaintiffs resisting removal, the decision provides a roadmap for challenging jurisdiction based on the absence of a completed transaction, particularly in cases where the commercial relationship involves proposals, negotiations, or prospective business rather than executed agreements.