Runner Runner v. BLPP Holdings, 2026 Tex. Bus. 67 (1st Div.) (mem. op.)

2026 Tex. Bus. 67
The Business Court of Texas,
First Division
RUNNER RUNNER LLC,
Plaintiff,
v.
BLPP HOLDINGS, LLC, FM 900,
LLC, NIKOLAY FROLOV,
GREGORY L. MILLER, PROUS
FAMILY TRUST, and EDOUARD
PROUS,
Defendants.
§
§
§
§
§
§
§
§
§
§
Cause No. 26-BC01A-0062
═══════════════════════════════════════
Memorandum Opinion and Order for Remand
═══════════════════════════════════════
¶1 	Before the Court is Plaintiff Runner Runner LLC’s Motion to Remand
and, in response, Defendant Gregory L. Miller’s Motion to Strike and Response to
Plaintiff’s Motion to Remand. Miller removed the instant action from the 134th
Judicial District Court, Dallas County, Texas, to the Texas Business Court on July
17, 2026. Runner Runner challenges the removal on grounds that the action does not
satisfy this Court’s amount-in-controversy threshold. The Court finds that Runner
Runner’s objection is well-founded.

Page 2
¶2 	“A party to an action originally filed in a district court . . . may remove
the action to the business court by filing a notice of removal.” TEX . R. CIV . P. 355(a).
The notice of removal must, among other things, “plead facts to establish . . . the
business court’s authority to hear the action.” Id. 355(b)(2)(A). Where—as here—
the non-removing party challenges the removing party’s allegation that the amount-
in-controversy threshold has been satisfied, the Court follows a burden-shifting
framework to resolve such dispute, and to determine whether remand is appropriate.
See C Ten 31 v. Tarbox, 2025 Tex. Bus. 1, at ¶¶ 49-51 (3d Div.).
¶3 	The burden-shifting process occurs over three steps. First, the Court
looks at the relevant pleadings—generally, a petition, counterclaim, and/or notice of
removal—to determine whether the party invoking the Court’s jurisdiction has met
his burden. Id. at ¶¶ 33-34; see also T EX . R. CIV . P. 355(b)(2)(A). When a removing
party pleads a sufficient amount in controversy on the face of the pleadings, “that
pleading controls unless (a) a party presents evidence that the amount pleaded is
falsely asserted to wrongly obtain or avoid jurisdiction, or (b) a different amount in
controversy is readily established, such as by statutorily set fees.” C Ten 31, 2025
Tex. Bus. 1, at ¶¶ 49-50. Accordingly, the second step is for the party challenging
the Court’s jurisdiction to offer proof that the removing party’s pleaded facts are
false or that a lesser amount in controversy is readily established. Id. If such evidence
is presented, the third step is for the removing party to present controverting proof

Page 3
supporting his pleading of the amount in controversy. Id. at ¶ 51. If the removing
party fails to raise a fact issue as to the amount in controversy, the Court will remand
the action to the district court. Id.
¶4 	Miller (the removing party) relies on Runner Runner’s second amended
petition to establish an amount in controversy exceeding $5 million, summarizing
Runner Runner’s suit as a derivative action on behalf of FM 900, LLC against the
company’s other members (including Miller). Notice at ¶ 4. Miller also points to
Runner Runner’s pleading for dissolution of the company and an accounting of its
finances. Id. at ¶ 6; see also Pl.’s 2nd Am. Pet. at p. 19. According to Miller, FM 900
owns and operates assets with a value “at $5,000,000.00.” Notice at ¶ 5 (citing Pl.’s
2nd Am. Pet. at p. 2). This allegation tracks Runner Runner’s pleaded allegation that
FM 900 “owns and operates a ranch property with an estimated fair market value of
approximately $5,000,000.” Pl.’s 2nd Am. Pet. at p. 4. Finally, Miller references
Runner Runner’s allegations of “other damages”—which the petition attached to the
notice describes as improper expenditures, specifically, the use of FM 900 funds to
pay 	members’ 	personal 	expenses 	in 	violation 	of 	the 	company’s 	operating
agreement—as support for an amount in controversy exceeding $5 million. Notice
at ¶ 6, see also Pl.’s 2nd Am. Pet. at p. 5. The Court finds that these allegations, taken
as true, meet Miller’s 	initial burden of pleading facts establishing this Court’s
authority to hear the action.

Page 4
¶5 	Turning to the second step, the Court looks to Runner Runner’s motion
for proof that the amount-in-controversy threshold is not satisfied—either 	the
pleaded facts are false or a lesser amount in controversy is readily established. With
its motion, Runner Runner submits written testimony from Runner Runner’s sole
member (Alexander Kaplin) 	and supporting documents showing that the real
property 	at 	issue 	is 	encumbered, 	with 	an 	indebtedness 	in 	the 	amount 	of
approximately $1.74 million as of July 17, 2026. Mtn. to Remand at p. 8; id. at pp.
20-22 (Ex. A Kaplin Affidavit); id. at p. 24 (Ex. A-1 Business Loan Agreement); id.
at pp. 36-49 (Deed of Trust). Consequently, the fair market value of the real property
at issue as represented in the pleadings has been shown not to be a reliable measure
of the value of the controversy. In fact, Kaplin (for Runner Runner) clarifies:
The approximately $5 million figure [in the live petition] was an estimate of
the 	Ranch’s 	possible 	gross 	market 	value. 	It 	did 	not 	account 	for 	the
indebtedness secured by the Ranch or any other debts or liabilities of FM 900.
It was not a valuation of FM 900 as an entity.
Id. at p. 22 (Ex. A Kaplin Affidavit).
¶6 	The Court’s review of the allegations in Runner Runner’s live petition
does not close the gap. The financial irregularities alleged therein included: the
transfer of approximately $82,000 to an entity called Exolux LLC (Pl.’s 2nd Am. Pet.
at p. 5.); checks from FM 900 accounts to FM 900’s former manager, Frolov, totaling
approximately $23,900 (Id.); an accounting error whereby a member of FM 900,
BLPP Holdings LLC, underfunded the company in an amount exceeding $360,000,

Page 5
while Runner Runner overcontributed capital based on inaccurate and unauthorized
capital call instructions (Id. at pp. 6, 10.); and a disputed notice of default to Runner
Runner seeking about an additional $28,040.42 in allegedly unpaid contributions (Id.
at p. 10.). Runner Runner also alleged 	that a written 	demand was made for
“corrective action concerning the unauthorized transfers,” etc., and that the demand
resulted in “the return of approximately $80,000 of the funds previously transferred
to Exolux LLC” with $2,000 still unreturned (Id. at pp. 14-15.). When the allegations
in the live petition are combined with proof of the company’s indebtedness and the
deed of trust on its primary asset (the real property), the totality of the allegations
presented no longer suffice to show that the amount in controversy exceeds $5
million. See TEX . G OV ’ T CODE § 25A.004(b)(2). Runner Runner has met its burden
of proof establishing a lesser, insufficient amount in controversy.
¶7 	Turning to the final step of the analysis, the Court examines Miller’s
response to the motion to determine whether Miller presents evidence sufficient to
create a fact issue as to the amount in controversy. But Miller’s response relies solely
on Runner Runner’s live pleadings. Miller offers no competing proof to support
allegations that Runner Runner’s claims place more than $5 million in controversy.
Mere allegations cannot outweigh Runner Runner’s evidentiary record. Accordingly,
Miller has not met his burden under the C Ten burden-shifting framework to defeat
remand.

Page 6
¶8 	IT IS THEREFORE ORDERED that Plaintiff Runner Runner LLC’s
Motion to Remand is GRANTED, and this matter is REMANDED to the 134th
Judicial District Court, Dallas County, Texas, for further proceedings.
SO ORDERED.
_____ _________________
ANDREA K. BOURESSA
Judge of the Texas Business Court,
First Division
SIGNED ON: September 25, 2026.