Forum-Selection Clauses in Operating Agreements Cannot Override Business Court Jurisdiction Absent Major Transaction Requirements
Judge Brian Stagner
Decided June 11, 2026
Mem. Op.
Jurisdiction & Remand
In South Shore ER v. Bashiri, the Business Court confronted a motion to remand a corporate-opportunity dispute involving alleged diversion of plans to open a stand-alone emergency center in Manvel, Texas. The case required the court to evaluate whether an LLC operating agreement's venue clause could override removal jurisdiction and when the 30-day removal clock begins under the Business Court Act.
Court Staff Summary
The court denies an emergency-center LLC’s motion to remand its suit against former members for diversion of business opportunity: The Galveston County venue-selection clause is unenforceable because the operating agreement is not a "major transaction." It fails to state the value of consideration, and that amount cannot be measured based on all LLC members’ aggregate interests. Regardless, the Business Court is legally situated in Galveston County despite having no physical courthouse there. Removal was timely because a pleading seeking under $2 million restitution did not start the clock; defendants need not speculate alternate damage models.
Background: Emergency-Center Venture and Alleged Diversion
South Shore ER, LLC ("SSER") operates a stand-alone emergency medical facility in League City, Texas. Dr. Suchmor Thomas formed SSER in 2021, and the company is governed by a Company Agreement amended in August 2021. The Company Agreement contains non-compete, non-solicitation, and confidentiality provisions. Specifically, the non-compete prohibits members from owning, operating, managing, or controlling a "Competing Business" within ten miles of the SSER facility during a defined "Non-Compete Period." Dr. Thomas subsequently invited Amir Bashiri to become a member and manager of SSER, granting Bashiri a 15% membership interest in the LLC in exchange for services.
The Procedural Posture and Motion to Remand
SSER filed suit as plaintiff and counter-defendant, naming Bashiri and numerous other defendants including Dr. Jean Joseph, Manvel Emergency Center, LLC, Brazos Real Property Holdings, LLC, Convenient Medical Partners, LLC, TP ER Acquisitions, LLC, Anna Bashiri, Adria, Inc., Dr. Philip Zachariah, Joseph Medical Group, PLLC, Stephen Wang, and BB&W Architects, LLC. The case arises from the alleged diversion of a corporate opportunity to open a stand-alone emergency center in Manvel, Texas. On May 5, 2026, SSER filed a Motion to Remand seeking to return the case to its original court. The defendants filed responses on May 15, 2026, and SSER filed a reply on May 22, 2026. The Business Court heard the motion on June 4, 2026 and denied it on June 11, 2026.
The Court's Ruling
After reviewing the briefing, evidence, arguments of counsel, and applicable law, the Business Court of Texas, Eleventh Division, denied SSER's Motion to Remand. The court's memorandum opinion indicates the motion was filed by SSER and originally included Dr. Sarpreet Basra, though Dr. Basra was nonsuited from the case on June 1, 2026, before the motion could be heard. The ruling maintains the case in the Business Court's exclusive jurisdiction.