The Texas Business Court two years in: what 26 months of decided cases mean for the Eighth Division.

In June 2025, two 50/50 owners of a north Texas real estate management company found themselves in the kind of dispute that has played out a thousand times across the state. Michael Crain and William Northern owned three entities together, a realty company and two property management subsidiaries, under company agreements that contained mandatory buy-sell procedures.

When Crain accused Northern of breaching the "direct competition" clause by acquiring a country club and adjacent property, Northern responded by exercising his contractual right to buy Crain out. He delivered a properly tendered offer notice. Under the company agreements, Crain had thirty days to either accept the offer or counter, elect to buy Northern out instead.

He did neither. When the thirty-day window closed, Northern delivered cashier's checks for the prescribed amount and demanded closing. Crain refused. Instead, he filed suit.

The case was filed in the Texas Business Court's Eighth Division, the division based in Fort Worth that covers eighteen counties of north-central Texas, including Hood, Tarrant, Parker, Erath, and Johnson Counties. On January 29, 2026, the Eighth Division granted Northern summary judgment for specific performance. The company agreements were valid and enforceable, the buy-sell procedure had been triggered properly, and Crain's failure to respond was, in the court's words, an intentional forfeiture of his membership interest. The court ordered Crain to assign his shares to Northern and treated the closing as having occurred on the date the agreements specified.

Two years ago, that same dispute would have moved through a Hood County or Tarrant County district court docket alongside personal injury claims, criminal arraignments, and family law matters, with rotating judges and no requirement that any opinion be published. Today, the dispute resolved in a specialized commercial court with judges drawn from the commercial bar, and the published opinion now sits in a body of decided Texas business-law authority that any future business owner can consult. That's the change.

This article looks at what twenty-six months of Texas Business Court operations look like in practice, the cases decided, the patterns emerging, the implications for a closely held Texas business sitting inside the Eighth Division's catchment area.

Where the Court is, two years in

The Texas Business Court opened its doors on September 1, 2024, created by House Bill 19 of the 88th Legislature and codified at Texas Government Code Chapter 25A. The structure: a single statewide specialized trial court with eleven geographic divisions (five currently operational), each staffed by two judges with at least ten years of commercial litigation, business transaction, or judicial experience. Judges issue written opinions in dispositive rulings when requested or when the matter is "important to the jurisprudence of the state." Appeals route to the new Fifteenth Court of Appeals, which has exclusive statewide jurisdiction over Business Court matters.

The numbers, as of February 28, 2026 (eighteen months in):

The qualitative milestones matter too. The first bench trial concluded in November 2025: Marathon Oil obtained a declaratory judgment against Mercuria Energy America, with a Third Division judge ruling that Marathon's failure to deliver natural gas during 2021's Winter Storm Uri was excused by the contract's force majeure clause. Four-day trial, written opinion, the Business Court's first major commercial bench-trial precedent.

The first jury trial began February 10, 2026 in the Eleventh Division (Houston). A second jury trial in the First Division (Dallas) ended in a directed verdict for the defense, the first time a Business Court judge directed a verdict against a plaintiff at trial.

The first constitutional challenge to the court's structure is pending in Brown v. Exxon Mobil Corporation, with the plaintiff arguing that the appointment-rather-than-election framework violates state and federal constitutional provisions.

Filing distribution remains uneven. The Eleventh Division (Houston) holds roughly 40% of total filings; the First Division (Dallas) another 28%. The remaining ~30% splits across the Third (Austin), Fourth (San Antonio), and Eighth (Fort Worth) Divisions.

The pattern that's emerging: a court that's getting busier each quarter, that's developing a meaningful body of written authority, that's resolving disputes faster than the regular district courts (most cases are resolved within twelve months), and that's increasingly being used as the forum of choice when complex Texas commercial disputes need adjudication.

The HB 40 expansion, what changed September 1, 2025

The original Business Court was deliberately narrow. The $10 million qualified-transaction threshold was set high enough to keep the court focused on truly significant commercial disputes; the subject-matter categories were limited to specific TBOC provisions, governance disputes, and the publicly-traded-company carve-out. The combined effect was that a substantial number of meaningful Texas commercial disputes, disputes that would benefit from specialized judicial review but didn't quite reach the dollar threshold or didn't fit the narrow subject-matter list, were stuck in the regular district courts.

House Bill 40, passed by the 89th Legislature with strong bipartisan support and effective September 1, 2025, broadened the court's reach significantly:

The qualified-transaction threshold dropped from $10 million to $5 million for most case categories. Publicly-traded companies remain at $0, they qualify regardless of dollar amount.

Subject-matter jurisdiction expanded to include intellectual property disputes, claims under the Texas Uniform Trade Secrets Act, arbitration-related disputes, and a clarified set of governance and derivative-action categories.

Jurisdictional dispute resolution streamlined, the Texas Supreme Court was tasked with adopting rules for "prompt, efficient, and final" determination of Business Court jurisdiction, addressing the early-case-jurisdiction-fight problem that consumed significant judicial resources in year one.

Procedural integration deepened, interlocutory appeals, recusal procedures, and document-handling rules brought into closer alignment with Texas Civil Practice and Remedies Code procedures applicable to other district courts.

Judicial transition smoothed, incoming Business Court judges may begin work up to thirty days before their term technically starts, allowing for training and case transition.

The practical effect: a court that's now genuinely accessible to a wider range of Texas commercial disputes. A $6 million breach-of-contract case that would have been forced into a regular district court under the original threshold is now eligible for Business Court adjudication. Trade-secret disputes, historically routed through a tangle of state and federal venue choices, now have a specialized state-court forum. Intellectual property disputes can route through the Business Court at the parties' option.

For closely held businesses operating in the Eighth Division's catchment area, the effect is even sharper. Disputes that previously would have moved through Hood County, Tarrant County, or Parker County district courts, or that would have been routed to federal court when ordinary diversity rules permitted, now have a third option: a specialized commercial court with judges trained to read sophisticated commercial agreements and a meaningful body of written authority developing alongside.

What the Eighth Division looks like

The Eighth Division of the Texas Business Court sits in Fort Worth and covers eighteen counties of north-central Texas.

The geographic reach matters. The Eighth Division catchment includes Tarrant, Parker, Hood, Erath, Johnson, Somervell, Wise, Palo Pinto, Stephens, Eastland, Comanche, Hamilton, Bosque, Hill, Ellis, Navarro, Limestone, and Freestone Counties, essentially the corridor running west, south, and southwest from Fort Worth through to Granbury, Stephenville, and Cleburne.

The two Eighth Division judges bring substantial commercial experience to the bench. Both have backgrounds in complex commercial litigation at major Texas firms, one a longtime shareholder at a Tarrant County boutique, the other a partner at a major Fort Worth firm where he co-chaired the litigation practice. Combined judicial experience: roughly sixty years of complex commercial work before either ever sat as a judge.

That matters for two practical reasons.

First, the caliber of judicial review in the Eighth Division on commercial matters is substantively different from what most regional Texas businesses have historically received in district court. Specialized commercial backgrounds mean specialized commercial reading, judges who have themselves drafted, negotiated, and litigated the kinds of agreements being placed before them.

The Court's published opinions over its first eighteen months have been notably concise (averaging just under 19 pages per a comprehensive third-party analysis) and consistently invoke "plain language" interpretation as their analytical anchor. That's not the rotating-docket approach to commercial disputes; it's how commercial counsel resolves commercial disputes.

Second, the bench-exchange procedure, regular reassignments to balance dockets across the Court, means that even cases filed in the busiest divisions sometimes get heard by Eighth Division judges. An Eleventh Division case (Houston) might end up in front of an Eighth Division judge. An Eighth Division case might be heard by a judge from another division. The bench is treated as one statewide bench, divided geographically for filing purposes but functionally integrated for adjudication.

For a Granbury or DFW-area business, the practical implication is straightforward: the specialized commercial review available in Texas now isn't a Houston or Dallas thing. It's a statewide thing that includes the Eighth Division. A business sitting in Hood County that has a $6 million contract dispute with a counterparty in Tarrant County can file in the Eighth Division and have that dispute heard by a judge whose entire career has been spent in commercial work.

Five lessons from decided cases

What does specialized commercial judicial review look like in practice? Five decisions from the Court's first eighteen months illustrate the texture of the work.

Lesson 1, Buy-sell clauses are enforceable as written.

The Crain v. Northern decision the article opened with was decided by the Eighth Division on January 29, 2026. The structural lesson is one of the oldest in Texas commercial law: when sophisticated parties write a contract specifying procedures and consequences, courts enforce what they wrote. What's notable is the cleanness of the result. Crain refused to respond to a properly tendered offer; the company agreement said failure to respond meant forfeiture; the Court ordered specific performance. No protracted litigation about ambiguity, no extended discovery into intent, no creative theory of partial performance. Buy-sell clauses are real, properly drafted ones produce predictable outcomes, and the Eighth Division will enforce them as written.

For closely held businesses with multiple owners, the lesson runs both ways. If your company agreement contains a mandatory buy-sell with response deadlines, those deadlines are real; missing them isn't an inconvenience, it's a forfeiture. Conversely, if your buy-sell procedures are loosely drafted or contain ambiguous response mechanics, the Court will read what you wrote, which is reason to revisit them now.

Lesson 2, Specialized judges read commercial contracts the way commercial lawyers do.

The Marathon Oil v. Mercuria force-majeure case was the Texas Business Court's first bench trial, held in November 2025 before Judge Melissa Andrews, sitting by designation in the Eleventh Division in Houston. The dispute: Marathon Oil failed to deliver natural gas to Mercuria during Winter Storm Uri in 2021, citing force majeure. Mercuria sued for the value of the missed deliveries (roughly $17.4 million). Marathon counter-sought a declaratory judgment that its non-performance was excused.

The Court's analysis turned on the contract's "pipeline delivery" clause and the parties' confirmation procedures. The Court held that Marathon's clause had become part of the integrated agreement (Mercuria's silence under a confirmation procedure constituted acquiescence), and that Marathon had made "reasonable efforts" within the meaning of the contract. Marathon won the declaratory judgment.

What's notable is the Court's analytical approach. The opinion drilled into the parties' actual contracting practice, how confirmations worked, what each side communicated, what the integrated agreement said about non-performance during force majeure events. That's how commercial counsel reads commercial contracts. The substantive judgment that gets applied to the agreement is qualitatively different from a rotating-docket court trying to handle commercial disputes alongside personal-injury and family-law matters.

Lesson 3, This is a real specialized court, not a general-purpose forum.

The Reed v. Rook TX, LP decision (August 2025) demonstrates the Court's willingness to enforce its jurisdictional limits even when both sides arguably want it to take the case. Reed had won a $7.5 million Texas lottery jackpot and brought suit against Rook TX and other defendants alleging that an earlier $95 million jackpot had been fraudulently claimed. After the plaintiff amended the petition in ways apparently designed to test the Court's jurisdiction, the Court reconsidered and remanded.

The holding was technical: the Court lacked qualified-transaction jurisdiction because the value of the relevant consideration didn't meet the threshold; supplemental jurisdiction wasn't available because the plaintiff hadn't agreed to it; and trade-regulation jurisdiction wasn't triggered because the alleged negligence per se claim was a tort claim rather than a trade-regulation claim, even assuming the underlying statutes were trade-regulation laws.

The structural lesson: the Texas Business Court is not a forum where any sufficiently complex commercial dispute can be parked. It has specific subject-matter and dollar-threshold requirements, and the Court will enforce them. Counsel considering filing or removing to the Business Court need to do the jurisdictional analysis carefully; "this feels like a Business Court case" isn't the standard.

Lesson 4, Texas honors freedom of contract.

The Preston Hollow Capital v. Truist decision (First Division, December 19, 2025) addressed whether a punitive damages waiver in trust documents between sophisticated parties, a senior care provider and Truist Bank, was enforceable despite Texas Trust Code Sections 111.0035 and 114.007. The First Division held: yes, it is.

The Court's reasoning: the Trust Code does not reflect a legislative intent to bar punitive damage waivers in agreements between sophisticated parties. The waiver applied to claims arising out of the trust indenture and security agreement. The terminated trustee continued to owe limited fiduciary duties, specifically, protection of confidential information, even after replacement, but those continuing duties did not override the contractually agreed punitive damages limitation.

The structural lesson runs through Texas commercial law generally and is amplified in the Business Court's emerging body of authority: when sophisticated parties allocate risk and remedies in writing, Texas courts honor those allocations. Punitive damages waivers, jury waivers, exclusive-forum clauses, indemnification provisions, limitation-of-liability terms, these aren't second-order considerations to be dismissed when something goes wrong. They're the deal. The Business Court reads them that way.

Lesson 5, Specialized commercial review applies at trial, not just at the pleading stage.

In Quintero v. Urban Infraconstruction (First Division, February 2026), the Texas Business Court's first jury trial in Dallas reached an unusual conclusion. The plaintiff rested on the second day of trial. The defense immediately moved for a directed verdict. Approximately thirty minutes later, the Court granted it.

The Court's analysis focused on the damages evidence. Even setting aside disputes over whether the parties had a written or oral agreement, the Court found "the most glaringly significant" deficiency in the plaintiff's case was the absence of evidence supporting any damages recovery. The directed verdict followed.

The structural lesson: specialized commercial judicial review extends through trial. The willingness of a Business Court judge to direct a verdict on damages-evidence sufficiency, and to do it within thirty minutes of a defense motion, reflects the same analytical mode the Court applies in pleading-stage rulings. Cases that lack substantive support don't ride on procedural inertia. The Court will end them.

What it means for a Granbury or DFW-area business

For closely held Texas businesses sitting in the Eighth Division's catchment area, the practical implications of two years of Business Court operations are real and concrete.

Forum-selection clauses in commercial contracts are now a meaningful drafting question. Pre-2024, Texas commercial contracts didn't typically address forum because the answer was the regular district courts. Post-HB 19 and especially post-HB 40, forum is a choice. Including a clause directing qualifying disputes to the Business Court, and specifying the Eighth Division for businesses in this corridor, produces predictability about who will hear a future dispute. The clause is straightforward to draft. Most existing commercial contracts don't have it.

Shareholder agreements and governance documents matter more. The Court has subject-matter jurisdiction over derivative actions, fiduciary duty disputes, and TBOC-based actions involving publicly traded corporations regardless of dollar threshold. For privately held companies, the SB 29 opt-in to the codified business judgment rule becomes more meaningful when the disputes that test it will be heard by specialized commercial judges. The combination of clear governance documents, SB 29 opt-in, and Business Court forum-selection is a stack, each layer reinforces the others.

Documenting board decisions to qualify for specialized review. SB 29 requires directors and officers to act "on an informed basis" to qualify for the codified business judgment rule presumption. The Business Court is increasingly the forum where that "informed basis" will be evaluated. Contemporaneous records that establish what the board considered, when, and why, agendas, materials, minutes, and the supporting documentation, are how directors claim the protection in litigation. Building that discipline into the meeting cadence is the actual work.

For businesses considering relocation to Texas, the Business Court is part of the package. The competitive picture is no longer just no-state-income-tax and SB 29 governance. It's specialized commercial judicial review with published opinions, predictable outcomes, and a developing body of Texas business-law authority. Several recent high-profile relocations to Texas, Tesla being the most-cited, have happened against this backdrop.

For businesses already in the Eighth Division catchment area, the practical move is to revisit current contracts and governance documents with a Business Court overlay. Most don't have one. That's an upgrade opportunity that costs little and matters when something eventually goes wrong.

The constitutional challenge, worth watching

Brown v. Exxon Mobil Corporation, currently pending before the Texas Business Court, contains the first preliminary motion challenging the Court's constitutional structure. The plaintiff, a former senior Exxon executive whose employment terminated in 2025 after twenty-nine years, has alleged that the Texas Business Court's appointment-rather-than-election framework violates both the Texas and U.S. Constitutions.

The argument is novel but not frivolous. Texas judges generally are elected; the Business Court's judges are appointed by the Governor and confirmed by the Senate. The constitutional question is whether that appointment structure, combined with the Court's specialized subject-matter jurisdiction, produces a system that meets state and federal due-process and equal-protection standards.

The case is in early procedural posture. No ruling has been issued. The constitutional challenge will likely move through the Court itself, then to the Fifteenth Court of Appeals, and potentially to the Texas Supreme Court before resolution. If it succeeds, the entire framework changes, possibly requiring legislative revision to make Business Court judges elected positions, or requiring restructuring of the jurisdictional categories. If it fails, the Court's framework is constitutionally validated and the framework becomes harder to challenge in future cases.

Worth watching, both because the structural question is important and because the timing of any resolution will likely affect the next round of legislative tweaks.

What to do now

Two years into the Texas Business Court, the practical actions for businesses in the Eighth Division catchment area are concrete.

For new commercial contracts: include a forum-selection clause directing qualifying disputes to the Texas Business Court, with the Eighth Division as the specified division for matters arising in north-central Texas. The clause is straightforward to draft. The cost is minimal. The benefit is predictability about who will hear a future dispute.

For existing governance documents: revisit shareholder agreements, company agreements, and bylaws. Add or sharpen forum-selection language. Consider whether the SB 29 opt-in to the codified business judgment rule is worth pursuing (for most Texas-domiciled corporations, it is). Confirm that decision-making procedures in the documents align with the documentation discipline SB 29 requires.

For board practice: build the contemporaneous documentation discipline into the meeting cadence. Agenda design, materials review, minute-keeping, contemporaneous records of the basis for major decisions. The Business Court's emerging authority is making clear that the protection of the codified BJR is real but conditional, and the conditions are documentation conditions.

For businesses contemplating Texas relocation: factor the Business Court into the analysis alongside the no-state-income-tax and SB 29 considerations. The specialized commercial forum is now a substantive part of why Texas has become competitive with Delaware as a jurisdiction for closely held and growth-stage businesses.

For businesses with a current dispute or a dispute on the horizon: evaluate whether the Business Court is a more appropriate forum. The HB 40 threshold reduction to $5 million has substantially expanded eligibility. The published-opinion practice means counsel has more authority to work with. The bench's commercial backgrounds mean a different quality of analysis.

The rules in this article are accurate as of the date of publication, but the Texas Business Court continues to evolve, through new HB 40 implementation rules, through Supreme Court rulemaking on jurisdictional procedures, through accumulating decided cases, and through the constitutional challenge currently pending. This article is general information, not legal advice for any specific situation.