Is this mandatory venue clause enforceable in Texas?
Only above a threshold, and only if the section applies at all. A 'major transaction' means a transaction evidenced by a WRITTEN agreement under which a person pays or receives, or is obligated to pay or entitled to receive, consideration with an aggregate stated value equal to or greater than $1 million, excluding, regardless of value, a transaction entered into primarily for personal, family or household purposes or to settle a personal injury or wrongful death claim. Where it applies, an action arising from a major transaction SHALL be brought in a county if the party against whom it is brought agreed in writing that suit arising from the transaction may be brought there; and notwithstanding any other provision of the title, such an action may NOT be brought in a county if the party bringing it agreed in writing either that an action may not be brought there, or that it must be brought in another county of this state or in another jurisdiction, and the action may be brought in that other place. But § 15.020(d) takes the whole section away in three situations: the agreement was unconscionable when it was made, the venue agreement is void under Chapter 272, Business & Commerce Code, or venue is established under a Texas statute outside this title. Subsection (e) adds that the section does not affect venue or jurisdiction in an action arising from a transaction that is not a major transaction.
The trap
Below $1 million the clause does not get this statute's backing at all, and the consumer and personal-injury carve-outs apply no matter how large the number. The bigger trap is that clearing $1 million is NOT the last question: subsection (d) disapplies the section entirely where the agreement was unconscionable when made, where the venue agreement is void under Chapter 272, Business & Commerce Code, or where venue is established under another Texas statute outside this title. Chapter 272 is the construction exit, and it is quoted here: for a construction contract concerning real property in Texas, a provision making the contract or any dispute subject to another state's law, litigation in another state's courts, or arbitration in another state is void as against public policy (§ 272.001(b)), and to the extent a venue provision is void under it, the action shall be brought only in this state, in the county where the property is located, unless the parties stipulate otherwise after the dispute arises (§ 272.001(c)). 'construction contract' is defined broadly in § 272.0001 to include design, construction, alteration, repair and the furnishing of material or equipment, and § 272.002 takes back out partnership and entity agreements, loan-linked work, and property management. So a $10 million construction contract with an out-of-state venue clause is exactly the case where § 15.020(b) does NOT help. Also do not confuse 'major transaction' here with the 'qualified transaction' that carries the choice-of-law rule in Tex. Bus. & Com. Code § 271.005, different defined terms in different codes, the same $1 million threshold ('equal to or greater than' in § 15.020, 'at least' in § 271.001) but different effects. A clause can satisfy one and not the other.
7 authorities
- statuteTex. Civ. Prac. & Rem. Code § 15.020enacted 2025-09-01
The words that state the rule
(a) In this section, "major transaction" means a transaction evidenced by a written agreement under which a person pays or receives, or is obligated to pay or entitled to receive, consideration with an aggregate stated value equal to or greater than $1 million. The term does not include a transaction entered into primarily for personal, family, or household purposes, or to settle a personal injury or wrongful death claim, without regard to the aggregate value. (b) An action arising from a major transaction shall be brought in a county if the party against whom the action is brought has agreed in writing that a suit arising from the transaction may be brought in that county.
- statuteTex. Civ. Prac. & Rem. Code § 15.020enacted 2025-09-01
The words that state the rule
(c) Notwithstanding any other provision of this title, an action arising from a major transaction may not be brought in a county if: (1) the party bringing the action has agreed in writing that an action arising from the transaction may not be brought in that county, and the action may be brought in another county of this state or in another jurisdiction; or (2) the party bringing the action has agreed in writing that an action arising from the transaction must be brought in another county of this state or in another jurisdiction, and the action may be brought in that other county, under this section or otherwise, or in that other jurisdiction.
- statuteTex. Civ. Prac. & Rem. Code § 15.020enacted 2025-09-01
The words that state the rule
(d) This section does not apply to an action if: (1) the agreement described by this section was unconscionable at the time that it was made; (2) the agreement regarding venue is void under Chapter 272 , Business & Commerce Code; or (3) venue is established under a statute of this state other than this title. (e) This section does not affect venue and jurisdiction in an action arising from a transaction that is not a major transaction.
- statuteTex. Bus. & Com. Code § 272.001enacted 2025-09-01
The words that state the rule
(a) This section applies only to a construction contract concerning real property located in this state. (b) If a construction contract or an agreement collateral to or affecting the construction contract contains a provision making the contract or agreement or any conflict arising under the contract or agreement subject to another state's law, litigation in the courts of another state, or arbitration in another state, that provision is void as against public policy. (c) To the extent that a venue provision in a contract is void under Subsection (b), unless the parties stipulate to another venue after the dispute arises, an action arising out of the contract shall be brought only in this state in the county in which the property that is the subject of the litigation is located.
- statuteTex. Bus. & Com. Code § 272.0001enacted 2017-09-01
The words that state the rule
In this chapter, "construction contract" means a contract, subcontract, or agreement entered into or made by an owner, architect, engineer, contractor, construction manager, subcontractor, supplier, or material or equipment lessor for the design, construction, alteration, renovation, remodeling, or repair of, or for the furnishing of material or equipment for, a building, structure, appurtenance, or other improvement to or on public or private real property, including moving, demolition, and excavation connected with the real property. The term includes an agreement to which an architect, engineer, or contractor and an owner's lender are parties regarding an assignment of the construction contract or other modifications thereto.
- statuteTex. Bus. & Com. Code § 272.002enacted 2017-09-01
The words that state the rule
This chapter does not apply to a construction contract that: (1) is a partnership agreement or other agreement governing an entity or trust; (2) provides for a loan or other extension of credit and the party promising to perform the work that is the subject of the construction contract is doing so as part of the party's agreements with the lender or other person who extends credit; or (3) is for the management of real property or improvements and the obligation to perform the work that is the subject of the construction contract is part of that management.
- statuteTex. Bus. & Com. Code § 271.001enacted 2009-04-01
The words that state the rule
In this chapter, "qualified transaction" means a transaction under which a party: (1) pays or receives, or is obligated to pay or is entitled to receive, consideration with an aggregate value of at least $1 million; or (2) lends, advances, borrows, or receives, or is obligated to lend or advance or is entitled to borrow or receive, money or credit with an aggregate value of at least $1 million.
“Defective” means that reading found something to correct. What you are reading is the rule as it stands after that reading.