577 S.W.3d 555
Tex. App.2018Background
- Relators (limited partners of Metropolitan Water Company, L.P.) sued Scott Carlson and related entities (real parties) in Washington County alleging Carlson misappropriated Met Water assets and breached fiduciary duties and contracts.
- Relief sought included permanent injunctive relief (removal of Carlson, voiding transfers, disgorgement, stopping self-dealing) and monetary damages > $1,000,000.
- The parties’ contract contained a mandatory forum-selection clause requiring that disputes be litigated only in Harris County, Texas.
- Relators argued venue was mandatory in Washington County under Tex. Civ. Prac. & Rem. Code § 65.023(a) because the real parties are domiciled there and injunctive relief was sought.
- The trial court granted the real parties’ motion and transferred the case to Harris County; relators sought mandamus relief from the court of appeals to vacate that transfer.
- The court of appeals denied mandamus, concluding the contractual forum-selection clause controlled over § 65.023 under section 15.020’s “[n]otwithstanding any other provision” language and the Supreme Court’s precedent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether § 65.023(a) (injunction venue in domiciliary county) mandates venue in Washington County despite a contractual forum-selection clause | § 65.023 is a mandatory venue statute requiring trial in the county where defendants are domiciled (Washington County) for injunctions | The parties’ mandatory forum-selection clause (Harris County) governs; § 15.020 gives contracting parties control over venue for major transactions | Held: Forum-selection clause controls; trial court did not abuse discretion by transferring to Harris County |
| Whether section 15.020’s preference for contractual venue applies when a different mandatory venue statute exists | § 65.023 should control over contractual provisions for injunctions | Section 15.020 applies “[n]otwithstanding any other provision of this title,” so it controls over competing mandatory venue statutes | Held: Section 15.020 controls over § 65.023 in this context |
| Whether relators met burden for mandamus relief (show clear abuse of discretion) | The transfer was an abuse because § 65.023 mandates Washington County venue for injunctions | Trial court followed controlling law (Fisher) in enforcing the forum-selection clause; no abuse | Held: Relators failed to show clear abuse; mandamus denied |
| Whether the action qualifies as arising from a “major transaction” under § 15.020 | Relators did not dispute this point | Real parties asserted the dispute arises from a major transaction, invoking § 15.020(c)(2) | Held: Relators conceded; § 15.020 applies (court assumed action arises from a major transaction) |
Key Cases Cited
- In re Mo. Pac. R.R. Co., 998 S.W.2d 212 (Tex. 1999) (mandamus review of venue transfer; party enforcing mandatory venue need only show trial court abused discretion)
- Walker v. Packer, 827 S.W.2d 833 (Tex. 1992) (mandamus standard: trial court has no discretion in determining or applying law)
- In re Fisher, 433 S.W.3d 523 (Tex. 2014) (section 15.020’s “[n]otwithstanding any other provision” means contractual forum-selection clauses control over other mandatory venue statutes)
- In re Prudential Ins. Co. of Am., 148 S.W.3d 124 (Tex. 2004) (mandamus relief requires showing clear abuse of discretion)