IN RE: JOSEPH BEARD (2026)

OPINION

Relator Joseph Beard filed a Petition for Writ of Mandamus seeking to direct the Business Court to vacate the denial of his motion to remand his case from the Business Court to the Dallas County District Court. We conclude that the Business Court did not abuse its discretion in denying the motion to remand and deny Beard's petition.

BACKGROUND

In 2015, Beard accepted an offer to work for venture capital firm, Perot Jain, L.P. The written employment offer (“Employment Agreement”) provided that Beard would “be eligible for a 3 percent promote based on [his] involvement in business at [Perot Jain].” Beard asserts that this provision granted him a 3% equity in Perot Jain's portfolio companies on which Beard worked. Beard left Perot Jain in 2020. He and Perot Jain entered a Separation Agreement and General Release (“Separation Agreement”) which provided that Beard would receive a 3% promote based on his involvement in the portfolio companies listed in the attached Schedule A. Beard later signed a Release Agreement providing that he had been paid in full with regard to the Schedule A companies.

Over five years after signing the Separation Agreement, Beard filed suit against Perot Jain and its founders, Henry Ross Perot, Jr. and Anurag Jain (collectively, “Defendants”). He asserted that when he left Perot Jain, he had a 3% interest in Access Healthcare Services, but that his stake in Access Healthcare was purposefully excluded from Schedule A of the Separation Agreement. He claimed that Jain represented to him that conducting a valuation of Access Healthcare at the time his employment ended would be too difficult, but that Beard's equity interest would be disbursed to him whenever Perot Jain, or Jain or Perot individually, liquidated their interest in Access Healthcare. Beard alleged that in January 2025, New Mountain Capital acquired a majority share of Access Healthcare in a reported $2 billion deal with Perot Jain. Beard reached out to Defendants, requesting his Access Healthcare equity payment and filed suit after Defendants refused to pay.

Beard asserted claims against Defendants for common law fraud and fraudulent inducement, promissory estoppel, quantum meruit, breach of the Employment Agreement, and breach of the “handshake agreement” where Beard was promised that he would be paid the value of his 3% equity interest in Access Healthcare.

Defendants removed Beard's case to Business Court, asserting that Beard's claims (1) arose out of a “qualified transaction”—the Access Healthcare sale, and (2) sought to hold Jain and Perot individually liable for the obligations of Perot Jain. See Tex. Gov't Code § 25A.004(b)(6), (d)(1) (providing that when the amount in controversy exceeds $5 million, the Business Court has jurisdiction in “an action seeking to hold an owner or governing person of an organization liable for an obligation of the organization” and “an action arising out of a qualified transaction”). Beard filed a motion to remand the case back to the Dallas County District Court. See id. § 25A.006(d) (“If the business court does not have jurisdiction of the action, the business court shall remand the action to the court in which the action was originally filed.”). He also filed an amended petition removing Perot and Jain as individual defendants in his claim for breach of the Employment Agreement. Following briefing and a hearing, the Business Court denied the motion to remand. Beard filed this original proceeding for mandamus relief.

ANALYSIS

Beard challenges the Business Court's jurisdiction, claiming that (1) his case does not “arise out of” a qualified transaction because it did not arise out of the Access Healthcare sale, and (2) he is not seeking to hold Jain or Perot liable for an obligation of Perot Jain, but rather he alleged that they are individually liable for their actions.

I. Mandamus Standard

“Mandamus relief is appropriate if (1) a trial court clearly abuses its discretion and (2) there is no adequate appellate remedy.” In re Reed, 738 S.W.3d 461, 467 (Tex. 2026) (orig. proceeding). “The first requirement for mandamus to issue—an abuse of discretion—is fulfilled where a trial court acts without reference to guiding rules or principles or in an arbitrary or unreasonable manner.” In re Garza, 544 S.W.3d 836, 840 (Tex. 2018). A trial court has “no ‘discretion’ in determining what the law is or applying the law to the facts.” In re UMTH Gen. Servs., L.P., 725 S.W.3d 424, 433 n.45 (Tex. 2025) (quoting In re Prudential Ins. Co. of Am., 148 S.W.3d 124, 135–36 (Tex. 2004)).

II. “Arising Out Of” a Qualified Transaction Signals a Connection of But-For Causation.

As this Court has recognized, “the business court was designed for prompt and uniform resolution of complex business litigation ․” In re ETC Field Servs., LLC, 707 S.W.3d 924, 928 (Tex. App.—15th Dist. 2025) (orig proceeding). The Legislature set out the specialized original jurisdiction of the Business Court in Texas Government Code Section 25A.0041. As relevant here, the Business Court has jurisdiction in “an action arising out of a qualified transaction” and “in which the amount in controversy exceeds $5 million ․” Tex. Gov't Code § 25A.004(d)(1). A qualified transaction is a transaction “under which a party ․ pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $5 million ․” Id. § 25A.001(14)(A). The Business Court must remand an action if it does not have jurisdiction. Id. § 25A.006(d). Accordingly, whether the Business Court properly denied Beard's motion to remand is a matter of statutory interpretation.

The parties do not dispute that the Access Healthcare sale was a qualified transaction. Rather, they disagree over the level of causation necessary for Beard's action to have arisen out of that sale. Defendants assert that but-for causation satisfies the “arising out of” requirement, while Beard claims that more than but-for causation is required. Beard relies heavily on the legislative history and intent behind the creation of the Business Court to argue for a limited grant of jurisdiction. While our purpose in construing statutory language is to effectuate the Legislature's intent, “the statutory text is the ‘first and foremost’ indication” of that intent. Hogan v. Zoanni, 627 S.W.3d 163, 169 (Tex. 2021) (quoting Greater Hous. P'Ship v. Paxton, 468 S.W.3d 51, 58 (Tex. 2015)). Further, when a statute is clear and unambiguous, we do not resort to extrinsic aids, such as legislative history, to interpret it. Sullivan v. Abraham, 488 S.W.3d 294, 299 (Tex. 2016). Accordingly, we turn to the statutory language, looking to the specific words chosen by the Legislature—“arising out of a qualified transaction.”

When a statutory term is not defined, “we will use the plain and ordinary meaning of the term and interpret it within the context of the statute.” Hogan, 627 S.W.3d at 169 (quoting EBS Sols., Inc. v. Hegar, 601 S.W.3d 744, 758 (Tex. 2020)). In determining this ordinary meaning, we “start with a term's dictionary definition and then ‘consider the term's usage in other statutes, court decisions, and similar authorities.’ ” In re Durant, 720 S.W.3d 438, 441 (Tex. App.—15th Dist. 2025, orig. proceeding) (quoting Tex. State Bd. of Exam'rs of Marriage & Fam. Therapists v. Tex. Med. Ass'n, 511 S.W.3d 28, 35 (Tex. 2017)).

Looking to dictionary definitions, the Texas Supreme Court has interpreted “arise” to mean “ ‘to originate from a specified source,’ ‘to stem (from),’ and ‘[t]o result (from).’ ” Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 437 (Tex. 2017) (citing Arise, WEBSTER'S THIRD NEW INT'L DICTIONARY (2002); Arise, BLACK'S LAW DICTIONARY (10th ed. 2014)). Further, “[t]he words ‘arising out of’ have broad significance,” and have been interpreted in multiple cases. Pinto Tech., 526 S.W.3d at 437 (citation modified). In Utica National Insurance Co. v. American Indemnity Co., the Texas Supreme Court considered the phrase in the context of an insurance policy. 141 S.W.3d 198, 203 (Tex. 2004). The Court explained that it had previously held that “ ‘arise out of’ means that there is simply a ‘causal connection or relation,’ which is interpreted to mean that there is but for causation, though not necessarily direct or proximate causation.” Id. (quoting Mid–Century Ins. Co., 997 S.W.2d at 156 (Tex. 1999)). The Court recognized that other jurisdictions have also interpreted “arising out of” to “exclude a proximate cause requirement.” Id.

In Pinto Technology, the Supreme Court again considered the phrase, this time in a forum-selection clause that applied to disputes “arising out of” a Shareholders Agreement. 526 S.W.3d at 437. The Court recognized the “but-for” causation standard set out in Utica and explained that the “temporal reach of but-for causation ․ ‘has in itself no limiting principle; it literally embraces every event that hindsight can logically identify in the causative chain.’ ” Id. at 437-38 (quoting Plains Expl. & Prod. Co. v. Torch Energy Advisors Inc., 473 S.W.3d 296, 308 (Tex. 2015)).

Beard points out that the “but-for” interpretation in Pinto Technology stems from a contractual forum selection clause and not statutory interpretation. Even so, we recognize that “[q]uestions of contract construction are reviewed in much the same way as questions of statutory construction.” Wash. Square Fin., LLC v. RSL Funding, LLC, 418 S.W.3d 761, 767 (Tex. App.—Houston [14th Dist.] 2013, pet. denied). And Courts often look to how a phrase in a contract has been interpreted to assist with interpreting that phrase when used in a statute. See, e.g., Ryder Integrated Logistics, Inc. v. Fayette Cnty., 453 S.W.3d 922, 928–29 (Tex. 2015) (per curiam) (looking to the interpretation of “arise out of” in an insurance policy in Utica to interpret the statutory term “arises from” in the Texas Tort Claims Act).

Furthermore, while they are not binding on us, the Business Court's opinions have interpreted the phrase “arising out of” in this particular statute consistently with how the Texas Supreme Court has interpreted it elsewhere. The Business Court has reaffirmed that the phrase, as used in section 25A.004, “denot[es] a broad causal relationship—akin to ‘but for’ causation instead of the narrower and limiting linkage required of ‘proximate’ causation.” Atlas IDF, LP v. NexPoint Real Est. Partners, LLC, 715 S.W.3d 390, 395 (Tex. Bus. Ct. 1st Div. 2025); see Cadence McShane Constr. Co. LLC v. Ryan BB-Blockhouse Creek, LLC, 725 S.W.3d 434, 439 (Tex. Bus. Ct. 3rd Div. 2025) (explaining that the Supreme Court “has analogized ‘arising out of” to ‘but for causation,’ which it describes as one ‘without which the event could not have occurred.’ ” (quoting Pinto Tech., 526 S.W.3d at 438)). Beard cites Barrett v. Barrett, in which the Fourth Division recognized that “the Texas Supreme Court has made clear that the plain and common meaning of [arising out of] means ‘originating from,’ ‘stemming from,’ ‘flowing from’ or ‘resulting from.’ ” Barrett v. Barrett, 722 S.W.3d 429, 432 (Tex. Bus. Ct. 2025) (quoting Pinto Tech., 526 S.W.3d at 437). But the court in Barrett was not addressing the causal relationship required by “arising out of” in section 25A.0041, and did not consider whether those definitions required but-for causation. Barrett is not contrary to the other Business Court cases.

Beard asserts that interpreting “arising out of” in section 25A.0041 to require a but-for causal standard does not comport with the Legislature's limited grant of jurisdiction. However, the “truest manifestation of what lawmakers intended is what they enacted.” Bankdirect Cap. Fin., LLC v. Plasma Fab, LLC, 519 S.W.3d 76, 80 (Tex. 2017) (quoting Tex. Student Hous. Auth. v. Brazos Cty. Appraisal Dist., 460 S.W.3d 137, 141 (Tex. 2015)). We presume the Legislature chose its language with care. Cadena Comercial USA Corp. v. Tex. Alcoholic Beverage Comm'n, 518 S.W.3d 318, 325–26 (Tex. 2017). We also “presume that the Legislature uses statutory language with complete knowledge of existing law.” In re Greystar Dev. & Constr., L.P., 741 S.W.3d 32, 39 (Tex. 2026).

The Legislature chose to limit the jurisdiction of the Business Court by requiring that an action arise out of a defined “qualified transaction” and requiring that the amount in controversy exceeds $5 million. Tex. Gov't Code § 25A.004(d). The Legislature also chose to use the phrase “arising out of,” which had previously been interpreted to require but-for causation. We will not read a causation limitation into the statute that is inconsistent with existing law and that the Legislature did not choose to include. City of Fort Worth v. Pridgen, 653 S.W.3d 176, 185 (Tex. 2022) (“[W]e decline to read a limitation into the statute that the Legislature chose to omit.”).

Beard also maintains that interpreting “arising out of” in section 25A.004(d) to require nothing more than a but-for connection would produce the same “illogical” result the Supreme Court rejected in Plains Exploration, 473 S.W.3d at 309. But the “arising from” clause in that case divided assets in a sale of oil and gas leases between those that arose before the sale (which remained with the seller) from those arising after the sale (which passed to the buyer). Id. at 304. When the State of California cancelled the leases, the issue was whether the damages recovered after cancellation “arose” from the purchase of those leases (which occurred well before the sale) or from their cancellation (which occurred well after). Id. Both the leases and the cancellation were but-for causes of the damages that accrued; but that broad interpretation would have rendered the clause meaningless by preventing any distinction between pre-sale and post-sale assets. Id. at 309 (explaining that “[w]hen viewed in context, the broad causal standard ․ would produce a result that is illogical, unreasonable, and inconsistent with the parties' expressed intent”). The context here is a statute in which the Legislature did not include any statutory language indicating that it intended “arising out of” to mean anything other than but-for causation.

Beard also points to Texas Supreme Court interpretations of statutes outside of section 25A.004(d) in support of his assertion that “arising out of” requires a closer causal nexus than but-for causation. See State Off. of Risk Mgmt. v. Martinez, 539 S.W.3d 266, 276 (Tex. 2017) (explaining that the requirement in Texas Labor Code section 401.011(10) that an injury “arise[ ] out of” the course and scope of employment means that the injury must “relate to or originate in ․ the employer's business.” (alteration in original) (quoting SeaBright Ins. Co. v. Lopez, 465 S.W.3d 637, 642 (Tex. 2015))); Delaney v. Univ. of Houston, 835 S.W.2d 56, 59 (Tex. 1992) (concluding that a claim “arising out of” an intentional tort under Texas Civil Practice and Remedies Code Section 101.057(2) “requires a certain nexus”). But those cases involved statutes concerning tort claims. The Texas Supreme Cout recently explained that in interpreting the statutory term “arises from” in a tort context, the Court was “return[ing] ․ to the familiar tort-law standard of proximate cause,” which requires cause in fact and foreseeability. Rattray v. City of Brownsville, 662 S.W.3d 860, 873–74 (Tex. 2023) (considering The Texas Tort Claims Act waiver of governmental immunity for “property damage” that “arises from the operation or use of ․ motor-driven equipment” in Texas Civil Practice and Remedies Code section 101.021(1)(A)). Because this is not a tort case, the Court's interpretations in those cases are inapposite here.

We agree with the Business Courts that have addressed the issue that “arising out of” in section 25A.0041 indicates a broad but-for causal relationship. We next turn to the question of whether Beard's claims “arise out of” the Access Healthcare sale.

III. The Access Healthcare Sale Was a But-For Cause of Beard's Claims.

Beard next asserts that even if the but-for causation standard applies, the Access Healthcare sale is not the but-for cause of his claims because none of his rights or remedies originate from the sale and none of his causes of action are based on a dispute over the terms of the sale. Rather, Beard asserts that his claims arise out the Employment Agreement which created obligations regardless of the sale.

As explained above, when analyzing “arising out of,” the Texas Supreme Court explained that “[a] ‘but for’ cause is one ‘without which the event could not have occurred.’ ” Pinto Tech., 526 S.W.3d at 438 (quoting But-For Cause, BLACK'S LAW DICTIONARY (10th ed. 2014)). Additionally, “the temporal reach of but-for causation ․ ‘has in itself no limiting principle; it literally embraces every event that hindsight can logically identify in the causative chain.’ ” Id. (emphasis added) (quoting Plains Explor., 473 S.W.3d at 308). Accordingly, even accepting that Beard's claims arose out of the Employment Agreement, this does not foreclose the possibility that they also arose out of the Access Healthcare sale.

Looking to Beard's pleadings, in his claims for common law fraud and fraudulent inducement, Beard alleged that Defendants made false representations that they would pay him the value of his 3% equity interest in Access Healthcare when Defendants' sold their interests (with the intent that Beard would refrain from enforcing his right to payment), but Defendants refused to compensate Beard after the Access Healthcare sale. Similarly, in his promissory estoppel claim, Beard claims Defendants promised him they would disburse the value of his 3% equity interest after the sale of Access Healthcare, knowing that Beard would rely on this promise to refrain from enforcing his right to payment. And in his claim for breach of the “handshake agreement,” Beard claims the Defendants failed to pay the value of the equity owed to him and are liable for “the value of the 3% interest that Jain and Perot promised to pay Beard upon sale, exit, or other liquidity event of Perot Jain's interest in Access Healthcare.”

Beard's causes of action rely on Defendants' alleged promise to disburse his equity interest after the sale of Access Healthcare. Without the sale, Beard would not have a claim for fraud, promissory estoppel, or breach of the handshake agreement because Beard had no basis to complain until after that sale took place. See In re Lisa Laser USA, Inc., 310 S.W.3d 880, 886 (Tex. 2010) (orig. proceeding) (per curiam) (holding that a claim arose out of an agreement where “but for the Agreement, [the plaintiff] would have no basis to complain”). In other words, the Access Healthcare sale is a but-for cause of the litigation because it is one without which the litigation could not have occurred. Accordingly, Beard's litigation arose out of the sale as required for Business Court jurisdiction under Section 25A.004(d)(1).

We disagree with Beard's assertion that because he was not a party to the Access Healthcare sale, the inquiry into whether his claims arise from that transaction should end there. Beard claims that contractual privity is required and points out that he had no control over the sale and received no benefit from the transaction. But the statutory language does not say anything about contractual privity of all parties. Tex. Gov't Code § 25A.001(14). A “qualified transaction” is defined as a transaction in which “a party” pays or receives at least $5 million. Id. (emphasis added). And here, according to Beard's pleadings, “a party”—Perot Jain—received at least $5 million in the Access Healthcare sale. Under the statutory language, Beard was not required to be a party to the transaction.

We also disagree with Beard's contention that the Legislature could not have intended for individual litigants to litigate their claims in the Business Court. Citing to statements made during a Senate Floor debate, Beard claims that an application of but-for causation in this case undermines the Legislature's grant of jurisdiction to create a Business Court that handles only “high stakes commercial cases” between “big businesses.” But these statements made by individual Senators during a floor debate “cannot reliably describe the legislature's intent.” Tex. Health Presbyterian Hosp. of Denton v. D.A., 569 S.W.3d 126, 136 (Tex. 2018). Rather, we must “construe the language the legislature enacted, not ․ determine what the legislature or any individual legislators may have meant to enact.” Id. at 137.

Looking to the statutory language, the Legislature did not choose to limit Business Court jurisdiction over actions brought only by businesses. To the contrary, “the business court has civil jurisdiction concurrent with district courts” over specific actions without any restriction on who has brought them. Tex. Gov't Code § 25A.004(b). In line with this statutory language, the Business Court consistently has exercised jurisdiction over claims brought by individuals. See, e.g., Stratton v. Hogan, 2026 WL 2076362, at *1 (Tex. Bus. Ct. 4th Div. 2026); Crain v. Northern, 728 S.W.3d 721, 726 (Tex. Bus. Ct. 8th Div. 2025). Requiring Beard to litigate his case in the Business Court is not contrary to the Legislature's intent expressed through the statutory language.

Having concluded that Beard's claim arises from the Access Healthcare sale, the Business Court has jurisdiction over his claims. Accordingly, the Business Court did not abuse its discretion in denying Beard's motion to remand his case to the Dallas District Court.¹

CONCLUSION

Beard has failed to demonstrate that he is entitled to mandamus relief. We deny his petition for writ of mandamus.

FOOTNOTES

1.   Because we conclude that the Business Court had jurisdiction over Beards claims because they arise out of a qualified transaction, we do not address Beard's challenge to the court's jurisdiction because his action was not “seeking to hold an owner or governing person of an organization liable for an obligation of the organization ․” See Tex. Gov't Code § 25A.004(b)(6).

April Farris Justice