Alamo Title Company v. WFG National Title Company of Texas

2026 Tex. Bus. 6

The Business Court of Texas,

Fourth Division

ALAMO TITLE COMPANY §
§
Plaintiff §

y § Cause No. 25-BC04B-0017
§
WFG NATIONAL TITLE COMPANY §
OF TEXAS, LLC §
Defendant :

SYLLABUS!

Applying the court’s jurisdictional balance-shifting framework, the court holds
that the defendant’s removal notice, which pleaded more than five million dollars in
controversy, satisfied the statutory jurisdictional threshold where plaintiff offered no
rebutting evidence. The plaintiff’s allegations that the former president’s new company
aided and abetted his breach of fiduciary duties satisfied the jurisdictional clause in TEX
GOV’T CODE Section 25A.004(b)(5). The petition’s repeated allegations regarding
misappropriation of sensitive business information invoked Section 25A.004(d)(4)'s
jurisdictional clause, requiring that the suit relate to intellectual-property ownership or
use, despite no standalone trade-secret misappropriation claim.

! NOTE: The syllabus was created by court staff and is provided for the convenience of the reader.
It is not part of the Court’s opinion, does not constitute the Court’s official description or
statement, and should not be relied upon as legal authority.
ql

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2026 Tex. Bus. 6

The Business Court of Texas,
Fourth Division

ALAMO TITLE COMPANY §
§
Plaintiff §

y § Cause No. 25-BC04B-0017
§
WFG NATIONAL TITLE COMPANY §
OF TEXAS, LLC §
Defendant :

OPINION

Before the court is Plaintiff Alamo Title Company’s Motion to Remand, filed
in this cause on December 22, 2025. The court heard argument on the pending
motion at a hearing on January 27, 2026. After considering the motion, response,
reply, applicable law, and argument of counsel, the court denied the motion by
written order on January 27, 2026, for the reasons explained below.

I. ‘Factual and Procedural Background

Alamo sues an alleged competitor, Defendant WFG National Title Company,

LLC (“WEG”), claiming WFG raided its employees and customers, having

misappropriated Alamo’s salary details, customer lists, and other sensitive
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business information. Pet. at 1-2, 1] 12, 17, 20-22. Alamo’s claims accuse WFG
of tortiously interfering with Alamo’s current and prospective customer contracts,
of conspiracy to tortiously interfere, and of aiding and abetting Alamo’s former
president and other employees in breaching their fiduciary duties. Id. [J 24-41.
Alamo initially sued in a district court of Bexar County, and WFG removed to this
court. By its motion, Alamo asks the court to remand this action to the district
court, contending the court lacks jurisdiction of the action.
II. Motion Standard
“A party to an action filed in a district court or county court at law that is
within the jurisdiction of the business court may remove the action to the business
court.” TEX. GOV’T CODE § 25A.006(d). If the Business Court lacks jurisdiction of
a removed action, the court shall remand the action to the original court in which
the action was filed. Jd.; TEX. R. Civ. P. 355(f)(1). Whether a court has subject-
matter jurisdiction is a question of law. Tex. Dep’t of Parks & Wildlife v. Miranda,
133 $.W.3d 217, 226 (Tex. 2004).
III. Chapter 25A confers jurisdiction on this court.
The parties agree that the Texas Business Court’s enabling statute grants the
court jurisdiction if the suit involves (1) an amount in controversy of over five million

dollars and (2) at least one of the enumerated topics in the relevant portions of the
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Texas Government Code’s Chapter 25A. See TEX. Gov’T CODE § 25A.004(b), (d).
Both requirements are satisfied here.
1. The action satisfies the amount-in-controversy requirement.

Following longstanding Texas precedent as this court has consistently applied
it to the removal-remand context, the court holds that this suit involves over five
million dollars in controversy.

A suit’s amount in controversy is the sum of money or the value of the thing
originally sued for. Tune v. Tex. Dep’t of Pub. Safety, 23 S.W.3d 358, 361 (Tex.
2000), quoted in Atlas LDF. LP v. Nexpoint Real Estate Partners, LLC, No. 25-
BCO1B-0004, 2025 Tex. Bus. 16, 7 43, 715 S.W.3d 390, 397 (1st Div.). Alamo’s
petition seeks past and future monctary damages for the torts pleaded against WFG.
Pet. {J 27, 31, 36, 41. Alamo also pleads that past and ongoing irreparable harm is
impossible to measure in monetary damages, justifying its right to seek injunctive
relief. Id. 22-23. Other than its Rule 47 disclosure stating that its sister company,
Chicago Title, seeks at least one million dollars in damages, see TEX. R. CIv. P. 47(c),

the petition identifies no discrete amount in controversy.

: A week before Alamo filed its motion to remand, WFG moved to consolidate this case with
a related suit brought against WFG by Chicago Title of Texas, LLC—a suit in which each side is
represented by the same respective counsel as in the case at bar. The court took up the motion to
consolidate after denying this motion to remand. Upon hearing argument regarding consolidation,
the court instructed the parties to confer regarding scheduling and other potential procedural
agreements that may avoid duplication of counsel’s efforts and promote efficiency in the two cases,
denying the motion to consolidate without prejudice. Because the two suits are two distinct causes,
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In analyzing the amount in controversy, this court follows the well-scttled
Texas doctrine concerning jurisdictional challenges. M&éM Livestock, LLC v.
Robinson, No. 24-BCO8B-0003, 2025 Tex. Bus. 29, J 21, 2025 WL 2207943, at *4
(8th Div.) (citing Miranda, 133 S.W.3d at 226 n.4; Bland ISD v. Blue, 34 S.W.3d
947, 554 (Tex. 2000)). When faced with a motion to remand, the court applies a
burden-shifting framework to analyze its jurisdiction. C Ten, 2025 Tex. Bus. 1, 7
48-51, 708 S.W.3d at 243. Where, as here, a plaintiff moves for remand, and its
petition is silent as to whether the suit satisfies the amount-in-controversy
threshold, the court looks next to the removal notice. Id.

If the removal notice pleads an amount that meets the jurisdictional
threshold, the burden shifts back to the movant to “present|| evidence that
Defendants’ amount-in-controversy pleadings are fraudulent (i.e., falsely assert that
the value of the rights at issue exceed $5 million to wrongly obtain Jurisdiction) or
that the amount in controversy is readily established as $5 million or less.” Id. 771
50, 54. Unless the movant satisfies that burden, the removal notice controls. Id. 1
50-51; see ET Gathering & Processing LLC v. Tellurian Prod. LLC, 2025 Tex. Bus.

11,4 9, 709 8.W.3d 1, 5 (11th Div.) (“in absence of proof of fraud or a sham pleading,

the amount in controversy in the Chicago suit is not being used to calculate the amount in
controversy for the court’s remand analysis.
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the allegations in the pleadings control to determine whether this court has
Jurisdiction to hear this case”).

WFG’s removal notice pleads that “the amount in controversy exceeds $5
million,” excluding the statutory exceptions such as interest and fees. Removal
Notice 7 3, 13, 15. WFG’s pleading thus shifted the burden to Alamo—but Alamo
attaches no evidence to its motion. Nonetheless, in support of WFG’s pleading, WFG
points to Alamo’s discovery responses that disclose $4.7 million in damages “for the
year 2025,” which “are ongoing and increasing during the pendency of this
litigation,” along with additional amounts for unjust enrichment that WFG gained
from the “start-up, research, and development costs” it wrongfully avoided through
its breaches.” WFG also notes that Alamo has “denied,” in response to a request for
admission, that it will not seek “monetary relief in excess of $5 million.” Resp. Ex. 1.

In support of its position, Alamo relies on a case remanded by this court for
failure to satisfy the requisite amount in controversy. See Black Mountain SWD, LP
v. NGL Water Sols. Permian, LLC, 2025 Tex. Bus. 24, 7 30-32, 718 S.W.3d 281,

291-92 (8th Div.). Black Mountain’s petition sought royalties based on saltwater

2

This same discovery response was the trigger that WFG pleads prompted its discovery that
this suit involved the requisite amount in controversy. See TEX. GOV’T CODE § 25A.006(f)(1)(B)
(requiring removal within 30 days of the date the removing party discovered or should have
discovered “facts establishing the business court’s jurisdiction over the action”). Alamo’s motion
did not challenge the timeliness of the removal, and the court finds no evidence or pleading in the
record controverting WFG’s pleading that Alamo’s discovery responses first reasonably caused
WFG to discover facts supporting a sufficient amount in controversy to remove the suit.

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transported during a specified time period, ending the day the suit commenced. Id. 4
20. To support its motion to remand, the plaintiff submitted a declaration stating the
“maximum royalty owed” for that time period was $4.4 million. Id. The court noted
that the plaintiff sought a discrete amount of money during a finite period of time,
sued for no future damages, and pleaded for no equitable relief or on any other
“additional rights or privileges.” Id. J 27. Faced with an absence of controverting
evidence regarding the past damages at issue, the court remanded the suit. Id. q9 21,
25,31,

Here, WFG’s removal notice pleads more than five million dollars in
controversy, which adequately satisfies the statutory jurisdictional threshold.
Unlike in Black Mountain, though, Alamo presents no evidence rebutting that
amount. Rather than prove a “maximum” recovery of under five million dollars, as
the plaintiff did in Black Mountain, Alamo admits to a $4.7 million minimum
amount in controversy, in addition to: (1) future damages; (2) avoided-cost
restitution; and (3) harm to its “business, its reputation, its goodwill with its
customers, and its ability to compete” resulting in “damages” that “would not be
possible to measure, in dollars and cents.” Resp. Ex. 3; Pet. [4 23, 26, 27, 31,46,

41. Rather than capping or disproving WFG’s pleaded amount in controversy,
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Alamo’s petition and admissions affirmatively demonstrate that it claims damages
and incalculable harm exceeding $4.7 million.?

Alamo incorrectly contends that future damages are irrelevant to the amount
in controversy. While Alamo relies on a federal case in purported support of its
argument, that unpublished opinion does not discuss future damages at all—
standing instead for the simple proposition that “jurisdictional facts that support
removal must be judged at the time of removal.” Queens Mobile Home Cmty. v. JP EL
Paso I, LLC, No. EP-15-CV-00298-FM, 2016 WL 11582359, at *6 n.66 (W.D. Tex.
Feb. 2, 2016). When pleaded at the time of removal, future damages are included by
Texas and federal courts in determining the amount in controversy. United Servs.
Auto. Ass’n v. Brite, 215 S.W.3d 400, 403 (Tex. 2007) (including “unaccrued wage
payments” when calculating amount in controversy, despite arguments that the
future wages were speculative and unlikely to be recovered); Ashford v. Aeroframe
Servs., L.L.C., 96 F.4th 783, 796 n.8 (5th Cir. 2024) (holding that petition pleading
“negligible” past damages fell “well above the minimum threshold” when including

future lost wages and fees); e.g. Johnson, 836 F. Supp. at 394-95. Alamo presents

3 As noted in Black Mountain, the failure to stipulate to a maximum damages amount is one

factor used by federal courts in determining whether remand is appropriate. 2025 Tex. Bus. 24,
31,718 S.W.3d at 292 (citing Johnson v. Dillard Dep’t Stores, Inc., 836 F. Supp. 390, 394-95 (N.D.
Tex. 1993) (denying remand)). Regardless, this court applies the above burden-shifting approach,
which is consistent with Texas procedural law, rather than the federal doctrine that requires the
removing party to prove jurisdictional facts by a preponderance of the evidence. C Ten, 2025 Tex.
Bus. 1, 1 41, 52-54, 708 S.W.3d 243-45.

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no basis for disregarding its future-damages or incalculable-harm allegations to
reduce its amount in controversy here.

With nothing on this record controverting WFG’s pleading as to the amount
in controversy, the removal notice controls. The remand motion on that basis must
be denied.

2. The suit satisfies the statute’s topical requirements for jurisdiction.

Alamo also contends the suit fails to satisfy one of the substantive topics over
which Chapter 25A grants jurisdiction. Because there are at least two statutory
clauses that confer jurisdiction here, Alamo’s argument fails.

a. The suit alleges the requisite breaches by a controlling person or
managerial official.

WFG’s notice of removal first relies on the portion of this court’s enabling
statute conferring jurisdiction, in relevant part, over:

(4) an action by an organization, or an owner of an
organization, if the action [] is brought against an owner,
controlling person, or managerial official of the
organization; [] and alleges an act or omission by the
person in the person’s capacity as an owner, controlling
person, or managerial official of the organization; [and]

(5) an action alleging that an owner, controlling person,
or managerial official breached a duty owed to an
organization or an owner of an organization by reason of
the person’s status as an owner, controlling person, or
managerial official, including the breach of a duty of
loyalty or good faith.

TEX. GOV’T CODE § 25A.004(b)(4), (b)(5) (emphases added); Removal Notice 7 3.

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{17

“In interpreting statutes, we must look to the plain language, construing the
text in light of the statute as a whole.” Miles v. Tex. Cent. R.R. & Infrastructure, Inc.,
647 8.W.3d 613, 619 (Tex. 2022). Where a statute is unambiguous, courts look only
to the statutory text, which is “the alpha and the omega of the interpretive process.”
BankDirect Capital Fin., LLC v. Plasma Fab, LLC, 519 8.W.3d 76, 86 (Tex. 2017).
If a case can be “decided according to the statute itself, it must be decided according
to the statute itself.” Id. at 78, quoted in OWL AssetCo [, LLC v. EOG Res., Inc., No.
25-BC11A-0052, 2025 Tex. Bus. 47, | 6, 2025 WL 3499016, at *2 (11th Div.).

Alamo is correct that the first clause is likely not triggered in this suit, but the
second clause plainly applies. The petition pleads that WFG’s “mass raid” began
with its president, Edward Hall, who reached an agreement with WFG “to tortiously
interfere with” customer contracts and used his position to solicit Alamo’s
employees to depart for WFG. Pet. J 14, 34. The petition describes standards that
Alamo’s “officers” owe from its parent company’s employee handbook, attaching an
excerpt of the handbook that requires protection of confidential information. Pet.
q10; Ex. A. Alamo describes breaches of its employees’ fiduciary duties in
transferring sensitive business information to WFG—and expressly pleads that

WFG aided and abetted Hall and other employees “to breach the fiduciary duties

they owed to Alamo Title.” Pet. 44 17, 40.
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Alamo concedes Hall, as its president, was a managerial official. This suit may
not be one “against” a managerial official under Subsection (b)(4). But this suit does
allege that a managerial official breached duties as required under Subsection (b)(5).

Alamo admits its pleading contains allegations regarding Hall’s fiduciary
breaches, but it questions whether those duties were owed “by reason of” his status
as president. Alamo points out that officers owe more stringent duties of loyalty,
while nonofficer employees may owe “less capacious fiduciary duties.” This
argument is beside the point; Alamo declines to concede that it will hold Hall to any
lesser duties than those owed as an officer. Alamo’s position is also belied by its
pleading, which relies on Hall’s “unique position” in describing his “coordinated
raid” with WFG of Alamo. Whatever level of fiduciary duties Alamo accuses Hall of
breaching, those duties are necessarily owed “by reason of [his] status asa...
managerial official.” TEX. Gov’T CODE § 25A.004(b)(5). The petition does not
accuse him of breaching, for example, a duty of reasonable care to a fellow driver on
the highway or a duty of disclosure owed to a buyer while selling his home. Any
fiduciary duties Hall owed to Alamo hinge on his role as officer.

Alamo’s pleading alleges a managerial official’s breach of duties owed by
reason of his status. On this basis alone under the record before it, the court can, and

must, exercise jurisdiction of this suit.

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b. The suit relates to intellectual-property ownership or use.

An additional, alternative basis for jurisdiction presented by WFG is for:
(4) an action arising out of or relating to the ownership,
use, licensing, lease, installation, or performance of
intellectual property, including . . . [] a trade secret, as that
term is defined in Section 134A.002, Civil Practice and

Remedies Code; and

(5) an action arising out of Chapter 134A, Civil Practice
and Remedies Code.

TEX. GOV’T CODE § 25A.004(d)(4)-(5) (emphasis added); Removal Notice 3.
Subsection (4), too, is independently sufficient to confer jurisdiction on this court.

Alamo itself states that “the gravamen of the case is about soliciting
customers and carrying away customer lists.” Alamo’s petition expressly pleads that
WFG has misappropriated its sensitive business information, including customer
lists and employee compensation details, and has transferred it to WFG for its
competitive use. The petition describes and relies upon its employee handbook’s
confidential-information standards. Alamo admits, as it must, that its petition
references intellectual property.

Alamo seeks to narrow Subsection (4)’s scope by focusing on the “ arising out
of” phrase in its intellectual-property provision. But the subsection also uses the
disjunctive phrase “relating to,” which is construed broadly by Texas courts—and
requires no causal link. Christus Health Gulf Coast v. Carswell, 505 $.W.3d 528,

535-36 (Tex. 2016) (defining “related” as “[c]onnected in some way; having

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relationship to or with something else”); ExxonMobil Pipeline Co. v. Coleman, 512
S.W.3d 895, 900 (Tex. 2017) (per curiam) (interpreting “related to” under the Texas
Citizens Participation Act as requiring no more than a tangential relationship); see
Tex. Rice Land Partners, Ltd. v. Denbury Green Pipeline-Texas, LLC, 363 S.W.3d
192, 198-99 (Tex. 2012) (“We presume the Legislature is aware of relevant caselaw
when it enacts statutes.”),

Despite its express allegations concerning its intellectual property, Alamo
asks the court to require a “stronger connection” between the intellectual property
and the lawsuit for jurisdiction to lie. But the court cannot do so. The court adheres
to the statutory language, recognizing that “statutory terms bear their common,
ordinary meaning, unless the text provides a different meaning or the common
meaning leads to an absurd result.” Miles, 647 S.W.3d at 619.

Though even an indirect connection may satisfy Subsection (4) under Texas’s
construction of the term relating to, this case does not push the term to any extreme.
Alamo’s petition is replete with allegations concerning its ownership, and WFG’s
misuse, of Alamo’s intellectual property. Alamo directly accuses WFG of
“misappropriation,” referencing its “sensitive business information” multiple
times. Alamo repeatedly accuses WFG of transferring and misusing its “operational,

business, and customer information,” the “customer and clientele lists,” “client

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files,” and compensation details for WFG’s wrongful competitive advantage. These
allegations are central, not tangential, to the petition.

Alamo argues that Subsections (4) and (5) create surplusage in the statute
under WFG’s interpretation of them. And it is true that both subsections reference
the Texas Uniform Trade Secrets Act (“TUTSA”). Subsection (4) broadly
encompasses actions relating to intellectual property, including but not limited to
“data” or TUTSA-defined trade secrets, while Subsection (5) is specific to claims
arising out of TUTSA. On its face, Subsection (4) confers jurisdiction on a suit that
relates to intellectual property—whether or not the suit references TUTSA.*
Alamo’s surplusage theory does not advance the ball because Alamo could not
proffer a construction of Subsections (4) and (5) that rendered those subsections
entirely distinct and somehow carved this suit out of both. Regardless, Chapter
25A’s jurisdictional grants often overlap, allowing any given lawsuit to take more

than one path to this court if the suit satisfies multiple enumerated prongs.®

3 In any event, TUTSA displaces other civil remedies for trade-secret misappropriation,

regardless of whether the claimant expressly invokes its provisions. TEX. CIV. PRAC. & REM. CODE
§ 134A.007(a); see also id. § 134A.002(6) (defining “trade secret” to include “list of actual or
potential customers or suppliers, whether tangible or intangible”). The court need not reach
whether Subsection (5) is satisfied here.

r Consider Chapter 25A’s enumeration of (1) derivative proceedings; (2) actions involving an
entity’s governing documents; and (3) actions arising out of the Business Organization Code. As
concerns a Texas corporation, a Venn Diagram depicting those three categories might contain so
much overlap that one circle is entirely engulfed by another. Yet each of the three are separately
listed as grounds for jurisdiction. Rather than surplusage, these clauses create multiple
alternatives, among which claimants may choose any combination to plead their case. Similarly,
Subsection (4)’s intellectual-property clause may be broad enough to engulf Subsection (5)’s

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W229

Alamo’s causes of action include no discrete misappropriation claim. But—
adhering to Chapter 25A’s plain language—the pleaded claims and the suit as a
whole unquestionably “relate to” Alamo’s alleged confidential information as
Alamo has pleaded its case. The court has jurisdiction of this action because it is one
“relating to the ownership and use of intellectual property|.]” See TEX. Gov’T CODE
§ 25A.004(d)(4).

3. The court’s jurisdiction extends to the entire suit.

Having determined that Chapter 25A grants jurisdiction based on the
specified clauses above, the court also concludes the jurisdictional grant extends to
the entire suit. As explained above, at least two statutory subsections apply to this
case: Section 25A.004(b)(5) granting jurisdiction over “an action” alleging
breaches by a controlling person or managerial official; and Section 25A.004(d)(4)
granting jurisdiction over “an action” relating to intellectual property. The term
““action’ refers to the entire lawsuit—not individual claims or causes of action[.|”
Inve Durant, 720 8.W.3d 438, 442 (Tex. App.—15th Dist. 2025, orig. proceeding).

“Where action means the entire case, the grant of jurisdiction over the action
broadly encompasses all joined parties and claims, except where restricted as set

forth in Section 25A.004(g) and (h).” Sun Metals Grp., LLC v. Yu, No. 25-BCO1A-

TUTSA-specific clause, but either clause is a viable alternative jurisdictional hook for a party to
gain access to the Texas Business Court when both apply.

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0050, 2026 Tex. Bus. 1, J 4, 2026 WL 37435, at *1-2 (1st Div.). Each statutory
prong therefore independently “grants the Court jurisdiction over the entire action
unless otherwise proscribed by the statute.” Id. No party contends that any of the
restricted topics in Subsections (¢) or (h) are implicated in this suit.

Adhering to the Fifteenth Court of Appeals’ guidance, this court has declined
to “read[] the Legislature’s jurisdictional grant in Section 25A.004(b) as limited to
itemized claims.” Id. | 5. The court similarly declines to so limit the jurisdictional
grant in Section 25A.004(d). Having concluded it has authority under the statutory
prongs described above, the court must retain jurisdiction over the entirety of the
action.

CONCLUSION AND ORDER

Based on the record before it, the court holds that this action involves over
five million dollars in controversy and that, at a minimum, it (1) alleges that a
managerial official breached a duty owed to an organization by reason of the
person’s status, and (2) relates to the ownership or use of intellectual property. For
these reasons, the court denied Plaintiff Alamo Title Company’s motion to remand.

SO ORDERED.

STACY RO®ERS SHARP
Judge of the Texas Business Court,
Fourth Division

SIGNED ON: February 3, 2026

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