2026 Tex. Bus. 61•Dhannani v. Batool, 2026 Tex, Bus. 61 (11th Div.) (mem. op.)
Dhannani v. Batool, 2026 Tex, Bus. 61 (11th Div.) (mem. op.)
2026 Tex. Bus. 61Texbizct
Gesamter Gesetzestext
FILED IN
BUSINESS COURT OF TEXAS
BEVERLY CRUMLEY, CLERK
ENTERED
9/11/2026
2026 Tex. Bus. 61
: :
THE BUSINESS COURT OF TEXAS
ELEVENTH DIVISION
Rashmin Dhannani, individually and
derivatively on behalf of Select
Novelties, LLC,
Vv.
Syeda Misbah Batool, Syed Ali,
Aslam Ajani, and Regal Imports,
LLC,
CO?
(OP
CO?
609
(0?
(02
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60D
Cause No. 26-BC11A-0054 Plaintiff,
Defendants.
MEMORANDUM OPINION & ORDER
I. INTRODUCTION
q1 On July 20, 2026, came to be heard Defendants' Motion to Remand and
Brief Supporting Remand ("Motion"). At this juncture, having considered the Motion,
Plaintiffs Response to Defendants' Motion for Remand ("Response"), the evidence
presented, the arguments of counsel, the current status of the law, and all supporting
briefs, the Court finds that the Motion should be DENIED.
1II. FACTUAL BACKGROUND
q2 On April 3, 2026, Plaintiff Rashmin Dhannani ("Dhannan1'),
individually, filed her Original Petition in Harris County district court against Syeda
Misbah Batool, Syed Ali, and Regal Imports, LLC.! The Original Petition alleged
that Defendants removed and converted approximately $500,000 of company
inventory, transferred $36,772.23 from the company's operating account, seized or
froze access to business social-media accounts, removed business phones containing
customer information, and acted to form a competing business.
{3 Dhannani sought, among other relief, a temporary restraining order and
temporary injunction and pleaded that she sought monetary relief of "$250,000.00
but not more than $1,000,000.00."3 On April 21, 2026, Dhannani and Select Novelties
LLC ("Select") filed a First Amended Petition that added Select as a plaintiff, added
Aslam Ajani as a defendant, and changed the requested Texas Rules of Civil
Procedure Rule 47 range to monetary relief "over $1,000,000."4 On May 6, 2026,
Dhannani filed a Second Amended Petition that reframed the action as one brought
by Dhannani individually and derivatively on behalf of Select. On May 29, 2026,
Dhannani filed a Third Amended Petition that alleged that the amount in controversy
exceeded $5 million and that Defendants removed approximately $500,000 in
inventory from Select's premises, transferred company funds, withheld company
1 Pl's Orig. Pet. at J 1.
2 P1.'s Orig. Pet. at [J 21-27.
3 Id. at Jf 1-3, 29, 124.
4 Pls.' First Am. Pet. at JJ 1-2, 9.
5 Pls.' Second Am. Pet.
2accounts and customer information, misappropriated trade secrets, interfered with
Select's operations, as well as breached duties owed to Select.6 Plaintiffs amended
their petition on three occasions without significant alteration to the relief sought
modifying the parties and adding additional causes of action.'
14 Dhannani first applied for a temporary injunction and filed her original
petition on April 3, 2026.8 While that was pending, on April 21, 2026, Plaintiffs filed
their First Amended Petition which likewise requested a temporary injunction.? On
April 22, 2026, the district court granted an amended temporary restraining order
and an order granting expedited discovery.!° On May 28, 2026, the District Court
granted, in part, Plaintiffs' request for temporary injunction.)
15 Following the entry of the temporary injunction, on May 29, 2026,
Dhannani filed her Notice of Removal to the Business Court.!2 Dhannani asserted
that the amount in controversy exceeded $5 million and that the action fell within
the Business Court's jurisdiction; it included derivative claims, claims concerning
Select's governance and internal affairs, claims that owners or managerial officials
breached duties owed to Select, trade secret claims, as well as counterclaims seeking
a receiver and judicial dissolution under the Texas Business Organizations Code.}8
{6 The Court held a status conference on June 8, 2026. Following the status
6 Pls.' Third Am. Pet. 24-30, 32-43, 49-51.
T See Pl. Orig. Pet.; Pls.' First Am. Pet.; Pls." Second Am. Pet; Pls.' Third Am. Pet.
8 Pl.'s Orig. Pet at q 1.
9 Pls.' First Am. Pet. at J 62.
10 Defendants' Motion to Remand and Brief Supporting Remand ("Motion"), Ex. 3.
11 Motion, Ex. 4.
12 Pls.' Notice of Removal at JJ 1, 6-8.
13 Id. JJ 2-7.
8conference, the Court set a briefing schedule to address (i) whether the removal of
this action from the district court was timely; and (ii) whether the Court has subject-
matter jurisdiction over this action.4 Subsequently, Defendants filed their Motion
on June 26, 2026, and Dhannani filed her response on July 6, 2026.15
III. LEGAL STANDARDS AND ANALYSIS
A. Timeliness of Removal
q7 Removal and remand in the Business Court are governed by the Texas
Government Code § 25A.006, which sets forth the rule, inter alia, for opposed removal
of cases involving a pending application for a temporary injunction:
fit an application for temporary injunction is pending on the date the
party requesting removal of the action discovered, or reasonably should
have discovered, facts establishing the business court's jurisdiction over
the action, not later than the 30th day after the date the application is
granted, denied, or denied as a matter of law.
TEX. GOVT. CODE § 25A.006(f)(2).
{8 This rule echoes the Texas Rules of Civil Procedure, which states that "if
an application for temporary injunction is pending on the date the party requesting
removal of the action discovered...," then the party must file their notice of removal
"within 30 days after the date the application is granted, denied, or denied by
operation of law." TEX. R. CIv. P. 355(c)(2)(B).
{9 SafeLease articulates the operative rule regarding the timeliness of removal
14 For the purposes of this Memorandum Opinion and Order, the Court only discusses the issues
posited at the status conference regarding (i) timeliness of the removal and (ii) subject matter
jurisdiction the threshold amount in controversy.
15 Motion at 1; Response at { 1.
4following the grant or denial of a temporary injunction.!6
The Court holds that the 30-day removal deadlines in Section 25A.006
and Rule 355 do not begin running before the lawsuit is filed. ... Because
SafeLease filed its notice of removal within 30 days of when it filed suit
and within eight days of the district court's TI ruling, the notice was
timely.17
Defendants argue that Plaintiffs have filed "successive and indefinite
dispositions of new, additional and superseding temporary injunction applications to
thwart the spirit of the removal statute."!8 The record suggests otherwise; there have
been three iterations of injunctive relief: (i) an initial temporary restraining order
granted on April 6, 2026; (ii) an amended temporary restraining order granted on
April 22, 2026; and (iii) a temporary injunction order granted on May 28, 2026.19 The
subsequent filings do not appear to constitute successive or new requests for relief;
rather, they appear to reiterate the relief previously sought while amending the
petitions to add parties and causes of action.2°
{10 Dhannani's opposed Notice of Removal came 56 days after she filed her
original petition.21 However, since the temporary injunction had been granted just
one day prior, removal was timely under the Texas Rules of Civil Procedure and the
Texas Government Code, Section 25A.22 Removal is timely within 30 days after an
16 SafeLease Ins. Services LLC v. Storable, Inc., 2025 Tex. Bus. 6, J 9, 707 S.W.3d 130, 132-33 (8rd
Div.) (mem. op.) (emphasis added).
17 Id.
18 Motion at 33.
19 Motion, Ex.2 4.
20 See Response at [{ 25-27.
21 Pls.' Notice of Removal at 1.
22 TEX. GOVT. CODE § 25A.006; TEX. R. CIv. P. 355(c)(2)(A)-(B) (Generally, opposed notices of removal
shall be filed "within 30 days after the date the party requesting removal of the action discovered, or
reasonably should have discovered, facts establishing the business court's authority to hear the
action[.]" The rule also notes that "if an application for temporary injunction is pending on the date
5application for temporary injunction is granted or denied. TEx. R. Civ. P.
355(c)(2)(B)); see SafeLease, 2025 Tex. Bus. 6 at J 7, 707 S.W.3d at 132. The Court
finds the removal to be punctual.
B. Amount in Controversy Requirements
{11 Subject matter jurisdiction is a question of law that determines the
Court's authority to hear a case. Yaun v. Battle & Sands Energy Corp., 2026 Tex.
Bus. 9, § 3, 2026 WL 598409, at *1 (11th Div.) (mem. op.) (citation omitted).
Regarding jurisdictional challenges based upon amount in controversy, the pleadings
control the analysis, and those pleadings are construed liberally in favor of
jurisdiction.23 Id. at J 4; Clean-Co Sys., Inc. v. Enter. Prods. Operating, LLC, 2026
Tex. Bus. 32, J 9, 2026 WL 1434278, at *3 (11th Div.) (mem. op.) (citations omitted).
"(T]he Texas Business Court's enabling statute grants the [CJourt 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 Texas Government Code's
Chapter 25A." Alamo Title Co. v. WFG Nat'l Title Co. of Tex., LLC, 2026 Tex. Bus. 6,
{ 4, 730 S.W.8d 656, 659 (4th Div.); TEX. GovT CODE § 25A.004(b), (d) (bestowing
jurisdiction over claims including derivative proceedings, corporate governance,
the party requesting removal of the action discovered, or reasonably should have discovered, facts
establishing the business court's authority to hear the action," the party must file their notice of
removal "within 30 days after the date the application is granted, denied, or denied by operation of
law.").
23 Yaun, 2026 Tex. Bus. 9 at J 4, 2026 WL 598409, at *1 (quoting M&M Livestock, LLC v. Robinson,
2025 Tex. Bus. 29, J 36, 2025 WL 2207943, at * 7 (8th Div.) ('what matters at this stage is only whether
Plaintiffs' pleadings-liberally construcd--cvidence an intent to recover damages exceeding the
minimum jurisdictional limits, regardless of how likely such a recovery might be.")).
6breach of fiduciary duty, and qualified transactions, amongst other topics not
relevant to this dispute.).
{12 As the parties seeking removal, Plaintiffs bear the initial burden of
establishing the Court's jurisdiction over this action. See TEX. GOV'T CODE ANN. §
25A.006(d); see also TEX. R. Civ. P. 355(b)(2)(A). The Business Court only has
jurisdiction if the value of the rights at issue exceeds $5 million. C Ten 31 LLC v.
Tarbox, 2025 Tex. Bus. 1, 13, 32, 708 S.W.3d 223, 231, 237 (8rd Div.).
Over the last 140 years, the Texas Supreme Court has repeatedly held
that, when a party challenges whether a suit is within the court's
amount-in-controversy limits, the pleadings control unless the
challenger shows that: (a) the pleadings are fraudulent, alleging a false
amount as a "sham" to wrongfully obtain jurisdiction; or (b) the amount
in controversy is "readily establish[ed]" as outside the Court's
jurisdiction.?4
Id. at 1 46 (citations omitted).
113 Under this burden-shifting standard, "a party's good-faith allegation of
damages controls unless another party presents evidence that the amount was falsely
asserted to wrongly obtain or avoid jurisdiction." Yaun, 2026 Tex. Bus. 9 at J 4, 2026
WL 598409, at *1 (quoting C Ten 31, 2025 Tex. Bus. 1 at J] 49-50, 708 S.W.3d at
243). The question is what the parties seek to recover in their pleadings, not what
they ultimately will recover at the conclusion of the case. Black Mountain SWD, LP
v. NGL Water Solutions Permian, LLC, 2025 Tex. Bus. 24, J 12, 7 18 S.W.3d 281, 286
24 Defendants contend that the Plaintiffs have "inflate[d] and exaggerate[d]" the amount in controversy
to forum shop. Motion at 24. That said, as the Business Court noted in SafeLease, while the removal
process has the potential to be abused for forum shopping, this risk is not unique to the Business
Court. SafeLease, 2025 Tex. Bus. 6 at 11, 707 S.W.3d at 134. Forum-shopping risks exist in various
aspects of Texas Civil Procedure, and "regardless, the Court must effectuate the statute as written
and will not second guess the policy determinations made by the Legislature-the body duly elected
to make such policy decisions." Id.
7(8th Div.) (citation omitted). The Court must construe the pleadings liberally in favor
of jurisdiction. Clean-Co Sys., 2026 Tex. Bus. 32 at ¥ 9, 2026 WL 1434278, at *3.
"(T]he Texas Supreme Court has repeatedly held that a party should not have to
marshal its evidence or prove its claims to survive early jurisdictional challenges."
C Ten 31, 2025 Tex. Bus. 1 at J 58, 708 S.W.3d at 244 (citations omitted).
{14 We continue to apply that standard to removal and remand proceedings
in the Business Court. The Court must presume as true, consistent with the letter
and spirit of the law during the pleading stage of litigation, the facts purported in
support of Plaintiffs' alleged amount in controversy in the Third Amended Petition.25
Indeed, the Third Amended Petition states that the amount in controversy exceeds
$5 million and that Select's going-concern value before Defendants' alleged conduct
"far exceeded $5 million."26
q15 Plaintiffs have met their burden of establishing an amount in
controversy over the minimum threshold. Therefore, the burden shifts to the
Defendants to demonstrate that (i) the amount was wrongly asserted (fraudulent or
sham) to obtain jurisdiction, or (ii) the amount in controversy could be readily
25 Pls.' Third Am. Pet. at 1; see Slant Operating, LLC v. Octane Energy Operating, LLC, 2025 Tex. Bus.
22,11 11 14, 717 S.W.3d 409, 415 (8th Div.) (discussing the standards during the pleading stage of
litigation and confirming that, with respect to a plea to the jurisdiction, "[i]f the evidence implicates
the merits of the case, the court must take all evidence favorable to the plaintiff as true and 'indulge
every reasonable inference and resolve any doubts in the [plaintiff's] favor."") (citations omitted).
26 Pls.' Third Am. Pet. 14 8, 28 ("Select's revenues for just the past twelve months were over $2.5
million. Select's value as a going concern before Defendants' illegal actions far exceeded $5 million.
Perfume stores are valued at anywhere from 2x to 3.5x seller's discretionary earnings, which would
put Select's value well over $5 million. Through their actions, Defendants have destroyed Select's value
in the market, its brand, and its following with customers, and have caused a substantial loss of
revenue. Defendants further seek to dissolve Select, which would destroy the entirety of Select's value
and success."); Response at J 10. See supra, FACTUAL BACKGROUND.
8established as below the threshold minimum. Aspire Com., LLC v. Stephenson, 2026
Tex. Bus. 23, {7 14 15, 2026 WL 1288105, at *2 (11th Div.) (mem. op.) (citing C Ten
31, 2025 Tex. Bus. 1 at [{ 46, 49, 708 S.W.3d at 242 43).
{16 Defendants' Motion does not satisfy either requirement under this
burden. They fail to demonstrate that the damages asserted were pled in bad faith
or wrongly asserted, and further fail to readily establish damage amount below the
jurisdictional threshold.27 Defendants do not controvert the alleged amount with a
verified affidavit or evidence.28 Contra Black Mountain SWD, 2025 Tex. Bus. at
18-21, 718S.W.3d at 288 89 (wherein the Defendant filed a declaration by the CFO
outlining a damage calculation below the amount in controversy threshold,
successfully meeting the burden shifting standard).29 In essence, the Court must find
that Plaintiffs have established subject matter jurisdiction, and Defendants have
failed to provide evidence besides conclusory allegations to rebut it.30
IV. CONCLUSION
117 Plaintiffs timely removed their case to the Business Court and have
adequately pled a sufficient amount in controversy to establish jurisdiction.
27 See Response at 11 20-21.
28 Td. "Defendants could have easily controverted that pleading with their own evidence, establishing
that the removal was wrongful, but instead, they make six conclusory, single sentence points, which
are not evidence." (citations omitted).
29 Id. at J 26 "Ignoring the plain language of Tex Gov't Code §25A.0056 and SafeLease, Defendants
instead engage in red-herring arguments..." (citations omitted).
30 See Motion at 25-27; see also Response at J] 20-21.
9It is hereby ORDERED, ADJUDGED AND DECREED that consistent SO ORDERED. with this opinion, the Court DENIES Defendants' Motion to Remand. a Wa he Texas Business Court, Eleventh Division SIGNED: September 11, 2026 on Adrogué 10
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