Bob Montgomery Chevrolet, Inc. v. Dent Zone Companies
409 S.W.3d 181
| Tex. App. | 2013Background
- Montgomery, KY-based auto dealer, had no Texas operations; provided space for Dent Zone PDR Linx repairs during hail period.
- Dent Zone sought to certify Montgomery as a PDR Linx CRC and route repairs/payments through Dent Zone, with Montgomery to receive 25% of payments.
- Montgomery’s signed application stated it would participate in the PDR Linx Program; an internet document listed terms and conditions accessible via a website.
- The internet document allegedly included a forum-selection clause (Dallas, Texas) and Texas law, but Dent Zone claimed incorporation by reference to bind Montgomery.
- Montgomery argued the internet document was not incorporated, and disputed whether it was known/applicable; Dent Zone claimed ratification/estoppel.
- Trial court denied the special appearance; on appeal, the court held the internet document was not incorporated, no ratification or estoppel, and the forum clause was not part of the contract; judgment reversed and a special appearance granted.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Was the forum-selection clause incorporated by reference into the contract? | Montgomery—no incorporation by reference. | Dent Zone—internet terms binding as incorporated. | Forum clause not incorporated; no jurisdiction by consent. |
| Did Montgomery consent to Texas jurisdiction through the forum clause? | Consent not shown in signed contract. | Contract terms included forum clause binding Montgomery. | No consent to Texas jurisdiction. |
| Did Montgomery ratify the internet terms by continuing to perform? | No knowledge or agreement to internet terms. | Acceptance of benefits equates to ratification. | No ratification. |
| Was Montgomery estopped from denying the internet terms bound Montgomery? | Estoppel supported by benefit acceptance and knowledge. | No contractually binding knowledge found. | Estoppel not supported. |
Key Cases Cited
- In re International Profit Associates, Inc., 286 S.W.3d 921 (Tex. 2009) (forum clause incorporation through incomplete contract landmines)
- Westland Oil Development Corp. v. Gulf Oil Corp., 637 S.W.2d 903 (Tex. 1982) (notice and inquiry in chain of title; incorporation concepts note)
- One Beacon Insurance Co. v. Crowley Marine Services, Inc., 648 F.3d 258 (5th Cir. 2011) (website terms incorporated when clearly intended)
- Barrand, Inc. v. Whataburger, Inc., 214 S.W.3d 122 (Tex. App.—Corpus Christi 2006) (estoppel when contract is valid but asserted rights challenged)
- In re C&H News Co., 133 S.W.3d 642 (Tex. App.—Corpus Christi 2003) (read together when unsigned document referred to by signed contract)