A Texas court has denied a motion to remand filed by South Shore ER, LLC (SSER) in a significant business dispute involving alleged corporate misconduct. The case centers on accusations that members of SSER conspired to divert a corporate opportunity to establish a competing emergency medical facility in Manvel, Texas. This ruling affects the parties involved and could set important precedents for business litigation in Texas.
The dispute involves SSER, formed in 2021 by Suchmor Thomas, M.D., to operate a stand-alone emergency medical facility in League City, Texas. SSER claims that Amir Bashiri, a member and manager of the LLC, along with other defendants, conspired to divert an opportunity to open a similar facility in Manvel. The case, filed under docket number 26-BC11A-0039, has drawn attention due to its implications for corporate governance and the enforcement of contractual agreements.
SSER's motion to remand was filed on May 5, 2026, arguing that the case should be returned to Galveston County due to a forum-selection clause in the company's operating agreement. The defendants, including Bashiri and several medical professionals and companies, responded by asserting that the removal was appropriate and timely, as they had only recently discovered the case's jurisdictional basis.
Background
The legal battle began in December 2024 when SSER filed a lawsuit against Bashiri in Galveston County, alleging various business torts, including breach of contract and trade secret misappropriation. The lawsuit escalated when Bashiri and Dr. Joseph, another member of SSER, filed counterclaims alleging wrongful removal from the LLC. The case was eventually removed to the Texas Business Court in April 2026 after the defendants claimed they discovered the amount in controversy exceeded the court's jurisdictional threshold.
SSER's claims stem from its assertion that Bashiri and Dr. Joseph conspired with others to divert a planned expansion of SSER into Manvel, which included accessing confidential business information and engaging in tortious conduct against SSER. The company sought restitution of $1.84 million and other damages related to the alleged misconduct.
The Ruling
The Texas Business Court, presided over by Judge Stagner, ruled against SSER's motion to remand on June 11, 2026. The court found that the venue-selection clause cited by SSER was unenforceable under Texas law, which distinguishes between forum-selection and venue-selection clauses. The court stated, "The venue-selection component is unenforceable unless expressly authorized by statute," and concluded that SSER's arguments did not meet this requirement.
Furthermore, the court clarified that even if the venue-selection clause were enforceable, the Eleventh Division of the Business Court is legally situated in Galveston County, thus making the removal appropriate. The court emphasized that the statutory framework allows for proceedings to be held in any courtroom within the geographic boundaries of the division, which includes Galveston County.
Impact
This ruling has significant implications for SSER and the other parties involved. By denying the motion to remand, the court has allowed the case to proceed in the Business Court, which has jurisdiction over complex business disputes in Texas. This decision reinforces the importance of clear contractual language and the enforceability of venue-selection clauses in business agreements.
The outcome of this case may also influence how similar corporate disputes are handled in the future, particularly regarding the interpretation of contractual agreements and the jurisdictional authority of business courts in Texas. Companies may need to be more vigilant in drafting their agreements to ensure they are enforceable and protect their interests in potential litigation.
What's Next
The case will continue in the Texas Business Court, where the parties will present their arguments regarding the alleged misconduct and the claims for damages. It remains to be seen whether the decision will be appealed or if related cases will emerge as the litigation unfolds.