Bloom Business Jets, LLC v. Glencove Holdings, LLC
522 S.W.3d 764
| Tex. App. | 2017Background
- Bloom Business Jets, LLC crewed and maintained an airplane for Glencove Holdings, LLC under a written contract containing a forum-selection clause designating Pitkin County, Colorado.
- Glencove terminated the contract within six months; Bloom filed and adjusted a statutory aircraft-maintenance lien against the plane claiming unpaid charges.
- Glencove sued in Texas seeking declaratory relief, damages, and injunctive relief to remove the lien and alleged breach of contract, fraud, and negligent misrepresentation.
- Bloom filed a special appearance (challenging personal jurisdiction) and a motion to dismiss based on the contract’s forum-selection clause; the trial court denied both and entered a temporary injunction restraining Bloom from enforcing liens or repossessing the plane.
- Bloom petitioned for mandamus to enforce the forum-selection clause and appealed the denial of its special appearance; the Court of Appeals concluded the clause applied and directed dismissal of the Texas suit.
Issues
| Issue | Plaintiff's Argument (Glencove) | Defendant's Argument (Bloom) | Held |
|---|---|---|---|
| Whether the forum-selection clause covers Glencove’s lien-related claims | Clause is narrow: applies only to claims arising under the contract; lien claims arise under statutory lien law, not the contract | Clause covers all litigation “involving” the contract, including lien claims tied to contract-based obligations | Clause’s term “involving” is broad; lien claims affect/relate to the contract and are covered |
| Whether other claims (breach, fraud, negligent misrepresentation) fall within the clause | Fraud and misrepresentation are torts and may fall outside clause | These claims arise from representations made during contract performance and thus involve the contract | All non-lien claims also involve the contract and are subject to the clause |
| Whether enforcement of the clause should be denied on public policy, fraud, overreaching, inconvenience, or unfairness grounds | Forum non conveniens-like hardship due to creditor pressure and need to litigate in Texas | No argument that clause is unreasonable, fraudulent, or contrary to public policy | Opposing party did not meet the heavy burden to show the clause is unenforceable; clause must be enforced |
| Whether appellate remedy is adequate instead of mandamus | Trial court’s orders can be appealed | Mandamus necessary because denial of clause enforcement deprives Bloom of the right to the agreed forum | Mandamus appropriate; interlocutory appeal inadequate to protect contractual right |
Key Cases Cited
- In re Nationwide Ins. Co. of Am., 494 S.W.3d 708 (Tex. 2016) (mandamus standard and enforceability of forum clauses)
- In re Laibe Corp., 307 S.W.3d 314 (Tex. 2010) (forum-selection clauses presumptively valid)
- In re Lisa Laser USA, Inc., 310 S.W.3d 880 (Tex. 2010) (trial court abuses discretion by failing to enforce clause)
- In re Int’l Profit Assocs., 274 S.W.3d 672 (Tex. 2009) (scope-of-clause analysis: ‘‘involving’’ disputes)
- In re Fisher, 433 S.W.3d 523 (Tex. 2014) (claims based on contractual rights fall within clause regardless of label)
- In re J.S. Edwards World Solutions Co., 87 S.W.3d 546 (Tex. 2002) (fraud claims may fall within arbitration/forum clauses using "involving")
- In re AIU Ins. Co., 148 S.W.3d 109 (Tex. 2004) (mandamus may issue when clause enforcement denied)