Enrique Martinez v. Affordable Seating, Inc., 13-16-00103-CV

Martinez ordered and paid for 110 wooden chairs from Affordable Seating via its website and signed a printed invoice that stated: "I have read all the information related to my transactions with Affordable Seating, LLC and agree to the policy stated on affordableseating.net."
After delivery, Martinez complained the chairs were wrong color/design and damaged; Affordable refused refund/remedy.
Martinez sued in Hidalgo County, Texas. Affordable moved to dismiss based on a forum-selection clause in the website policy (Illinois courts only), which the invoice incorporated by reference.
Affordable submitted an affidavit authenticating the invoice and website policy and explaining the clause was critical to its business.
The trial court dismissed without prejudice, permitting refiling in the agreed forum; Martinez appealed challenging incorporation and public-policy grounds.

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether the forum-selection clause in the website policy is part of the contract	Martinez: invoice only contained a small reference to the website; no meeting of minds because he did not know the website terms	Affordable: invoice expressly referred to and incorporated the website policy; signing the invoice binds Martinez to those terms	Court: Clause was incorporated by reference; signing the invoice charged Martinez with notice and binding acceptance
Whether the forum-selection clause is unenforceable on public-policy or unfairness grounds	Martinez: enforcement of fine-print/boilerplate terms (on a separate website) would be manifestly unjust and violate public policy	Affordable: clause is presumptively valid and necessary for its business; challenger bears heavy burden to show unenforceability	Court: Martinez failed to meet heavy burden; clause presumptively valid and enforceable
Whether dismissal was an abuse of discretion	Martinez: enforcement deprives him of his chosen forum and was improper	Affordable: dismissal allows suit to be brought in the contractual forum; dismissal without prejudice appropriate	Court: No abuse of discretion; dismissal to permit refiling in agreed forum was proper

Owen v. Hendricks, 433 S.W.2d 164 (Texas 1968) (unsigned document may be incorporated by reference in a signed contract)
In re C & H News Co., 133 S.W.3d 642 (Tex. App.—Corpus Christi 2003) (signed document must plainly refer to incorporated document)
In re Laibe Corp., 307 S.W.3d 314 (Tex. 2010) (forum-selection clauses presumptively valid; challenger bears heavy burden)
In re Int’l Profit Assocs., Inc., 274 S.W.3d 672 (Tex. 2009) (scope of heavy burden to avoid enforcement of forum-selection clauses)
In re 24R, Inc., 324 S.W.3d 564 (Tex. 2010) (documents incorporated by reference become part of the contract)
In re Bank One, N.A., 216 S.W.3d 825 (Tex. 2007) (same)
D. Wilson Constr. Co. v. McAllen Indep. Sch. Dist., 848 S.W.2d 226 (Tex. App.—Corpus Christi 1992) (party who signs contract is charged with notice of its contents)
Plains Expl. & Prod. Co. v. Torch Energy Advisors Inc., 473 S.W.3d 296 (Tex. 2015) (primary goal of contract interpretation is to determine parties’ intent as expressed in the contract)