Qualified Transaction
A qualified transaction is the deal-size trigger that pulls a contract dispute into the Texas Business Court. Section 25A.001(14) defines it as a transaction, or a series of related transactions, under which a party pays or receives, or lends or borrows, at least $5,000,000 in the aggregate. Loans from banks, credit unions and savings and loans are excluded.
Two doors open onto the Texas Business Court in a contract case. One measures the fight. The other measures the deal. A qualified transaction is the second door, and it matters most when the transaction was large but the disputed sum is not.
The definition and its exclusions
Under Tex. Gov't Code § 25A.001(14), a qualified transaction is a transaction, or a series of related transactions, under which a party pays or receives, or lends or borrows, an aggregate of at least $5,000,000. The figure was $10,000,000 until H.B. 40 cut it, effective September 1, 2025 and reaching back to actions commenced on or after September 1, 2024. The definition carves out loans made by banks, credit unions and savings and loan associations, so an ordinary commercial credit facility does not create jurisdiction on its own no matter how large it is. A seller note, an earnout, a private placement or an intercompany advance can.
Jurisdiction does not turn on how much the plaintiff seeks. It turns on the character of the claim and on the deal behind it. An action arising out of a qualified transaction falls inside the grant in § 25A.004(d) if the other statutory elements are met.
Series of related transactions
That phrase was added by H.B. 40 and it does real work. Before the amendment, a party trying to reach the threshold had to point at one transaction. Roll-ups, staged acquisitions and multi-tranche financings all sat awkwardly against that language. Now a set of related dealings can be aggregated. What makes them related is not defined, and that is where the argument will be. Common parties, a single negotiation, cross-referenced documents and a shared closing all help. A string of unconnected purchase orders with the same vendor probably does not.
What is not a transaction
A proposal is not a transaction. In G-Force & Associates v. Bloecher, 2025 Tex. Bus. 18 (8th Div. May 14, 2025), the party invoking business court jurisdiction pointed to construction project bids. The court held that bids are not consummated agreements and so cannot be a qualified transaction, and it remanded the case. The lesson is narrow but useful. Money that might have changed hands under a deal nobody ever struck does not count toward the aggregate.
Plead the transaction, not the conclusion. A removal notice or a petition that recites that the action arises out of a qualified transaction, without identifying the instruments, the parties and the dollars actually moved, invites a jurisdictional challenge the removing party will lose. Attach the purchase agreement. Identify the consideration line by line. If you are aggregating, explain in the pleading why the transactions are related, because the court will not do that work for you.