HMT Tank Service LLC and HMT LLC D/B/A and F/K/A HMT, Inc. v. American Tank & Vessel, Inc., 565 S.W.3d 799

Background

HMT LLC (HMT) and HMT Tank Service LLC (HMT Service) sued American Tank & Vessel, Inc. (ATV) in Harris County seeking a declaratory judgment that neither owed ATV defense or indemnity for potential third-party claims arising from failed seals sold under a Purchase Order.
ATV previously sued HMT in Mobile, Alabama, seeking a declaration that HMT must defend and indemnify ATV under the Purchase Order; ATV had also demanded defense/indemnity (the record is unclear whether demands named HMT Service).
ATV moved to dismiss the Harris County suit on two alternative grounds: (1) under Tex. R. Civ. P. 91a, HMT Service had no basis to sue because it was not a signatory to the Purchase Order; and (2) a forum-selection clause in the Purchase Order required venue in Mobile County, Alabama.
The trial court granted ATV’s motion without stating the ground(s) relied upon and awarded ATV attorney’s fees and costs.
On appeal, the court concluded HMT Service prevailed as to the Rule 91a portion (its declaratory claim survived), but the forum-selection dismissal was not shown reversible error; the attorney-fee award was reversed in part and remanded for re-determination consistent with the opinion.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Whether Rule 91a dismissal was proper as to HMT Service's declaratory-judgment claim	HMT Service argued its allegations (ATV demanded defense/indemnity) presented a justiciable controversy and thus a basis in law and fact	ATV argued HMT Service lacked a legal right to seek relief because it was not a party to the Purchase Order	HMT Service survives Rule 91a: non-signatory may seek UDJA relief when its rights are affected; the claim had factual and legal basis — Rule 91a dismissal improper
Whether the forum-selection clause required dismissal/transfer to Alabama	Appellants argued Rule 91a was improper vehicle to enforce forum clause and contested clause applicability	ATV argued Purchase Order’s Mobile, Alabama forum-selection clause applied and alternatively sought dismissal under general motion practice	Court affirmed dismissal on forum-selection grounds: ATV properly sought enforcement as alternative; appellants did not make the required “strong showing” to overcome clause or dispute ATV’s prima facie showing at trial
Whether ATV’s motion must be treated only as Rule 91a because of its caption	Appellants contended the motion’s title limited analysis to Rule 91a	ATV asserted the motion’s substance invoked both Rule 91a and general dismissal for forum clause enforcement	Court treated the motion by substance: it was a hybrid — Rule 91a relief sought as to HMT Service, and general-motion forum-selection relief sought as to both plaintiffs
Whether trial court’s attorney-fee award to ATV was proper	Appellants argued fees tied to Rule 91a relief and HMT Service prevailed on Rule 91a so ATV could not recover those fees	ATV argued appellants failed to challenge fees and also sought fees under UDJA	Court reversed fee award insofar as it included fees for ATV’s unsuccessful Rule 91a efforts; remanded for re-determination of fees/costs, allowing discretionary UDJA fees to be considered by trial court

Key Cases Cited

In re AIU Ins. Co., 148 S.W.3d 109 (Tex. 2004) (forum-selection clause enforcement via motion to dismiss)
Deep Water Slender Wells, Ltd. v. Shell Int’l Expl. & Prod., Inc., 234 S.W.3d 679 (Tex. App.—Houston [14th Dist.] 2007) (motion to dismiss is proper to enforce forum-selection clause)
Phoenix Network Techs. (Europe) Ltd. v. Neon Sys., Inc., 177 S.W.3d 605 (Tex. App.—Houston [1st Dist.] 2005) (plaintiff opposing forum clause must make strong showing to overcome prima facie validity)
City of Dallas v. Sanchez, 494 S.W.3d 722 (Tex. 2016) (Rule 91a de novo review)
MBM Fin. Corp. v. Woodlands Operating Co., 292 S.W.3d 660 (Tex. 2009) (UDJA may be used to declare contractual non-liability)
Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428 (Tex. 2017) (circumstances where non-parties may be bound by contract terms)