Bill Text: TX SB27 | 2023-2024 | 88th Legislature | Introduced


Bill Title: Relating to the creation of a specialty trial court to hear certain cases; authorizing fees.

Spectrum: Partisan Bill (Republican 2-0)

Status: (Introduced - Dead) 2023-05-15 - Co-author authorized [SB27 Detail]

Download: Texas-2023-SB27-Introduced.html
  88R6271 AMF-F
 
  By: Hughes S.B. No. 27
 
 
 
A BILL TO BE ENTITLED
 
AN ACT
  relating to the creation of a specialty trial court to hear certain
  cases; authorizing fees.
         BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS:
         SECTION 1.  Subtitle A, Title 2, Government Code, is amended
  by adding Chapter 24A to read as follows:
  CHAPTER 24A. BUSINESS COURT
         Sec. 24A.001.  DEFINITIONS. In this chapter:
               (1)  "Controlling person" means a person who directly
  or indirectly controls a governing person, officer, or
  organization.
               (2)  "Governing documents" means the instruments,
  documents, or agreements adopted under an organization's governing
  law to govern the organization's formation and internal affairs.
  The term includes:
                     (A)  a certificate of formation, articles of
  incorporation, and articles of organization;
                     (B)  bylaws;
                     (C)  a partnership agreement;
                     (D)  a company agreement or operating agreement;
                     (E)  a shareholder agreement;
                     (F)  a voting agreement or voting trust agreement;
  and
                     (G)  an agreement among owners restricting the
  transfer of ownership interests.
               (3)  "Governing law" means the law governing the
  formation and internal affairs of an organization.
               (4)  "Governing person" means a person who is entitled,
  alone or as part of a group, to manage and direct an organization's
  affairs under the organization's governing documents and governing
  law. The term includes:
                     (A)  a member of the board of directors of a
  corporation or other organization;
                     (B)  a general partner of a general or limited
  partnership;
                     (C)  a manager of a limited liability company that
  is managed by its managers;
                     (D)  a member of a limited liability company that
  is managed by its members;
                     (E)  a trust manager of a real estate investment
  trust; and
                     (F)  a trustee of a business trust.
               (5)  "Governmental entity" means:
                     (A)  this state; or
                     (B)  a political subdivision of this state,
  including a municipality, a county, or any kind of district.
               (6)  "Internal affairs" means:
                     (A)  the rights, powers, and duties of an
  organization's governing persons, officers, owners, and members;
  and
                     (B)  matters relating to the organization's
  membership or ownership interests.
               (7)  "Managerial official" means a governing person or
  officer.
               (8)  "Officer" means a person elected, appointed, or
  designated as an officer of an organization by the organization's
  governing persons or governing documents.
               (9)  "Organization" means a foreign or domestic entity
  or association, regardless of whether the organization is for
  profit or nonprofit. The term includes:
                     (A)  a corporation;
                     (B)  a limited partnership;
                     (C)  a general partnership;
                     (D)  a limited liability partnership;
                     (E)  a limited liability company;
                     (F)  a business trust;
                     (G)  a real estate investment trust;
                     (H)  a joint venture;
                     (I)  a joint stock company;
                     (J)  a cooperative;
                     (K)  a bank;
                     (L)  a credit union;
                     (M)  a savings and loan association;
                     (N)  an insurance company; and
                     (O)  a series of a limited liability company or of
  another entity.
               (10)  "Owner" means an owner of an organization. The
  term includes:
                     (A)  a shareholder or stockholder of a corporation
  or other organization;
                     (B)  a general or limited partner of a partnership
  or an assignee of a partnership interest in a partnership;
                     (C)  a member of, or an assignee of a membership
  interest in, a limited liability company; and
                     (D)  a member of a nonprofit organization.
               (11)  "Ownership interest" means an owner's interest in
  an organization, including an owner's economic, voting, and
  management rights.
               (12)  "Qualified transaction" has the meaning assigned
  by Section 271.001, Business & Commerce Code.
         Sec. 24A.002.  BUSINESS COURT JUDICIAL DISTRICT. The
  Business Court Judicial District is composed of all counties in
  this state.
         Sec. 24A.003.  JURISDICTION AND POWERS. (a) Subject to
  Subsections (b) and (c), the business court for the Business Court
  Judicial District has the jurisdiction provided to a district court
  by Section 8, Article V, Texas Constitution, and the jurisdiction
  and powers provided to district courts by Chapter 24, including the
  power to:
               (1)  issue writs of injunction, mandamus,
  sequestration, attachment, garnishment, and supersedeas; and
               (2)  grant any relief that may be granted by a district
  court.
         (b)  The business court has within its district civil
  jurisdiction concurrent with district courts in:
               (1)  a derivative action on behalf of an organization;
               (2)  an action arising out of or relating to a qualified
  transaction in which the amount in controversy exceeds $10 million,
  excluding interest, statutory damages, exemplary damages,
  penalties, attorney's fees, and costs;
               (3)  an action regarding the governance or internal
  affairs of an organization;
               (4)  an action in which a claim under a state or federal
  securities or trade regulation law is asserted against:
                     (A)  an organization;
                     (B)  a governing or controlling person or officer
  of an organization for an act or omission by the organization or by
  the person in the person's capacity as a governing person; or
                     (C)  an underwriter of securities issued by the
  organization or the auditor of an organization;
               (5)  an action by an organization, or an owner or a
  member of an organization, if the action:
                     (A)  is brought against an owner, managerial
  official, or controlling person of the organization; and
                     (B)  alleges an act or omission by the person in
  the person's capacity as an owner, managerial official, or
  controlling person of the organization;
               (6)  an action alleging that an owner, managerial
  official, or controlling person breached a duty by reason of the
  person's status as an owner, managerial official, or controlling
  person, including the duty of care, loyalty, or good faith;
               (7)  an action seeking to hold an owner, member, or
  governing person of an organization liable for an obligation of the
  organization, other than on account of a written contract signed by
  the person to be held liable in a capacity other than as an owner,
  member, or governing person;
               (8)  an action in which the amount in controversy
  exceeds $10 million, excluding interest, statutory damages,
  exemplary damages, penalties, attorney's fees, and costs, that:
                     (A)  arises against, between, or among
  organizations, governing authorities, governing persons, members,
  or owners, relating to a contract transaction for business,
  commercial, investment, agricultural, or similar purposes; or
                     (B)  involves violations of the Finance Code or
  Business & Commerce Code;
               (9)  an action seeking a declaratory judgment or
  injunctive relief brought under Chapter 37, Civil Practice and
  Remedies Code, involving:
                     (A)  the Business Organizations Code;
                     (B)  an organization's governing documents; or
                     (C)  a dispute based on claims that fall within
  the provisions of this subsection; and
               (10)  an action arising out of the Business
  Organizations Code.
         (c)  The business court does not have jurisdiction of:
               (1)  a civil action brought by or against a
  governmental entity, unless the governmental entity invokes or
  consents to the jurisdiction of the business court; or
               (2)  any claim in which a party seeks recovery of
  monetary damages for personal injury or death or any claim arising
  under Chapter 17, Business & Commerce Code, the Estates Code, the
  Family Code, or Title 9, Property Code, unless all parties and a
  judge of the business court agree that the claim may proceed in the
  business court.
         Sec. 24A.004.  JUDICIAL AUTHORITY. A judge of the business
  court has all powers, duties, immunities, and privileges of a
  district judge.
         Sec. 24A.005.  INITIAL FILING; REMOVAL AND REMAND; TRANSFER
  AND DISMISSAL. (a) An action in the jurisdiction of the business
  court may be filed in the business court. If the business court
  does not have subject matter jurisdiction of the action, or part of
  the action, the court shall, at the option of the party filing the
  action:
               (1)  transfer the action or part of the action to an
  appropriate district court; or
               (2)  dismiss the action or part of the action without
  prejudice to the party's rights.
         (b)  If an action or part of an action is to be transferred
  under Subsection (a)(1), and the action or part of the action could
  have been filed in more than one county, the party filing the action
  may select the county to which the action or part of the action is
  transferred.
         (c)  A party to an action filed in a district court or county
  court at law that is in the subject matter jurisdiction of the
  business court may remove the action to the business court. If the
  business court does not have jurisdiction of the action or part of
  the action, the business court shall remand the action, or the part
  in which the business court does not have jurisdiction, to the court
  from which the action was removed.
         (d)  Removal of a case to the business court is not subject to
  the statutes or rules governing the due order of pleading.
         (e)  Removal of a case does not waive a defect in venue or
  constitute an appearance to determine personal jurisdiction.
         Sec. 24A.006.  APPEALS. (a) Notwithstanding any other law
  and except as provided by Subsection (b) and in instances when the
  supreme court has concurrent or exclusive jurisdiction, the
  Fifteenth Court of Appeals has exclusive jurisdiction over an
  appeal from an order or judgment of the business court or an
  original proceeding related to an action or order of the business
  court.
         (b)  If the Fifteenth Court of Appeals is not created, an
  appeal from an order or judgment of the business court or an
  original proceeding related to an action or order of the business
  court shall be filed in the intermediate court of appeals with
  jurisdiction of the appeal under Section 22.220.
         (c)  The procedure governing an appeal or original
  proceeding from the business court is the same as the procedure for
  an appeal or original proceeding from a district court.
         Sec. 24A.007.  QUALIFICATIONS OF JUDGE. A judge of the
  business court must be:
               (1)  at least 35 years of age;
               (2)  a United States citizen;
               (3)  a resident of this state for at least two years
  before appointment; and
               (4)  a licensed attorney in this state and have 10 or
  more years of experience in:
                     (A)  practicing complex civil business
  litigation;
                     (B)  practicing business transaction law;
                     (C)  teaching courses in complex civil business
  litigation or complex business transaction law at an accredited law
  school in this state;
                     (D)  serving as a judge of a court in this state
  with civil jurisdiction; or
                     (E)  any combination of experience described by
  Paragraphs (A)-(D).
         Sec. 24A.008.  COMPOSITION OF COURT. (a) The governor, with
  the advice and consent of the senate, shall appoint seven judges to
  serve the business court.
         (b)  A judge of the business court may be reappointed.
         (c)  The governor may not appoint more than three judges who
  reside in the same county.
         Sec. 24A.009.  TERMS OF OFFICE. A judge of the business
  court serves a two-year term.
         Sec. 24A.010.  VACANCY. If a vacancy occurs on the business
  court, the governor, with the advice and consent of the senate,
  shall appoint, in the same manner as the original appointment,
  another person to serve for the remainder of the unexpired term.
         Sec. 24A.011.  JUDGE'S SALARY. (a) A judge of the business
  court shall be paid a total annual salary from the state that is the
  sum of:
               (1)  the salary paid to a district judge by the state
  under Section 659.012; and
               (2)  the maximum amount of county contributions and
  supplements allowed by law to be paid to a district judge under
  Section 659.012.
         (b)  The salary shall be paid in equal monthly installments.
         Sec. 24A.012.  REMOVAL; DISQUALIFICATION AND RECUSAL. (a)
  A judge of the business court may be removed from office in the same
  manner and for the same reasons as a district judge.
         (b)  A judge of the business court is disqualified and
  subject to mandatory recusal for the same reasons a district judge
  is subject to disqualification or recusal in a pending case.
  Disqualification or recusal of a judge of the business court shall
  be governed by the same procedure as disqualification or recusal of
  a district judge.
         Sec. 24A.013.  PRIVATE PRACTICE OF LAW.  A judge of the
  business court shall diligently discharge the duties of the office
  on a full-time basis and may not engage in the private practice of
  law.
         Sec. 24A.014.  VISITING JUDGE. (a) A retired or former
  judge or justice may be assigned as a visiting judge of the business
  court by the chief justice of the supreme court. A visiting judge
  of the business court is subject to objection, disqualification, or
  recusal in the same manner as a retired or former judge or justice
  is subject to objection, disqualification, or recusal if appointed
  as a visiting district judge.
         (b)  Before accepting an assignment as a visiting judge of
  the business court, a retired or former judge or justice shall take
  the constitutional oath of office required of appointed officers of
  this state and file the oath with the supreme court.
         Sec. 24A.015.  JURY PRACTICE AND PROCEDURE. (a) A party in
  an action pending in the business court has the right to a trial by
  jury when required by the constitution.
         (b)  A jury trial shall be held in a county in which venue
  would be found under Section 15.002, Civil Practice and Remedies
  Code.
         (c)  Subject to Subsection (b), a jury trial in a case
  removed to the business court shall be held in the county in which
  the action was originally filed.
         (d)  Subject to Subsection (b), a jury trial in a case filed
  initially in the business court shall be held in any county in which
  it could have been filed under Section 15.002, Civil Practice and
  Remedies Code, as chosen by the plaintiff.
         (e)  The parties and the judge of the business court may
  agree to hold the jury trial in any other county.  A party may not be
  required to agree to hold the jury trial in a different county.
         (f)  The drawing of jury panels, selection of jurors, and
  other jury-related practice and procedure in the business court
  shall be the same as for the district court in the county in which
  the trial is held.
         (g)  Practice, procedure, rules of evidence, issuance of
  process and writs, and all other matters pertaining to the conduct
  of trials, hearings, and other business in the business court are
  governed by the laws and rules prescribed for district courts,
  unless otherwise provided by this chapter.
         Sec. 24A.016.  WRITTEN OPINIONS. To facilitate the
  establishment of a coherent body of law, a judge of the business
  court shall issue a written opinion when deciding issues of law by
  order or judgment, unless:
               (1)  the court has a well-developed body of law on the
  issue;
               (2)  the court is applying the court's precedent on the
  issue; and
               (3)  another opinion on the issue will not
  significantly contribute to the development of the law.
         Sec. 24A.017.  COURT LOCATION; STAFFING. (a) The business
  court shall have a clerk, whose office shall be located in Travis
  County in facilities provided by this state.  The clerk shall:
               (1)  receive all filings in the business court; and
               (2)  fulfill the legal and administrative functions of
  a district clerk and an appellate court clerk.
         (b)  Each judge of the business court shall maintain chambers
  in the county seat of the judge's county of residence in facilities
  provided by this state.
         (c)  Subject to Section 24A.015, the business court, or any
  judge of the business court, may hold court at any location in this
  state, as the court determines is necessary or convenient for a
  particular civil action.
         (d)  The business court shall use the most advanced
  technology feasible when necessary and appropriate to facilitate
  expeditious proceedings in matters brought before the court. As
  determined by the business court, counsel and parties may appear
  before the business court by means of Internet-based or other
  technological devices rather than in person.
         (e)  In a county in which the business court sits, the
  sheriff shall in person or by deputy attend the business court as
  required by the court. The sheriff or deputy is entitled to be
  reimbursed by the state for the cost of attending court.
         (f)  Subject to any limitations provided by the General
  Appropriations Act, the business court may appoint personnel
  necessary for the operation of the court, including:
               (1)  the clerk of the court;
               (2)  staff attorneys for the court;
               (3)  staff attorneys for each judge of the business
  court;
               (4)  court coordinators; and
               (5)  administrative assistants.
         (g)  The court officials shall perform the duties and
  responsibilities of their offices and are entitled to the
  compensation, fees, and allowances prescribed by law for the
  offices.
         Sec. 24A.018.  FEES. The business court shall provide rates
  for fees associated with filings and actions in the business court.
  The fees shall be set at a sufficient amount to cover the costs of
  administering the provisions of this chapter, taking into account
  fee waivers in the interest of justice.
         Sec. 24A.019.  SEAL. The seal of the business court is the
  same as that provided by law for a district court except that the
  seal must contain the name "The Business Court of Texas."
         Sec. 24A.020.  RULES. (a) The supreme court shall
  promulgate rules of civil procedure as the court determines
  necessary, including rules providing for:
               (1)  the timely and efficient removal and remand of
  cases to and from the business court; and
               (2)  the assignment of cases to judges of the business
  court.
         (b)  The business court may adopt rules of practice and
  procedure, subject to any approval required by the supreme court or
  statute.
         SECTION 2.  Except as otherwise provided by this Act, the
  business court for the Business Court Judicial District is created
  January 1, 2025.
         SECTION 3.  As soon as practicable after the effective date
  of this Act, the governor shall appoint judges to the business court
  for the Business Court Judicial District, as required by Section
  24A.008, Government Code, as added by this Act.
         SECTION 4.  (a) Notwithstanding Chapter 24A, Government
  Code, as added by this Act, the business court for the Business
  Court Judicial District is not created unless the legislature makes
  a specific appropriation of money for that purpose. For purposes of
  this subsection, a specific appropriation is an appropriation
  identifying the business court or an Act of the 88th Legislature,
  Regular Session, 2023, relating to the creation of a specialty
  trial court to hear certain cases or of the business court.
         (b)  Notwithstanding Section 24A.006(a), Government Code, as
  added by this Act, a court of appeals retains the jurisdiction the
  court had on December 31, 2024, if the business court for the
  Business Court Judicial District is not created as a result of
  Subsection (a) of this section.
         SECTION 5.  The changes in law made by this Act apply to
  civil actions commenced on or after January 1, 2025.
         SECTION 6.  This Act takes effect September 1, 2023.
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