in Re Mark Fisher and Reece Boudreaux
433 S.W.3d 523
| Tex. | 2014Background
- In 2007 Mike Richey sold Richey Oilfield Construction, Inc. to Nighthawk for $33 million; transaction documents included a Stock Purchase Agreement, a Goodwill Agreement (which provided $6.5M promissory note and partnership units), and a Note. Each acquisition document contained venue/forum-selection clauses naming Tarrant County.
- After closing, Nighthawk made a $20M special distribution to partners; Richey alleges this and other conduct impaired Nighthawk and left the Note unpaid. Richey also paid $1M to Nighthawk (alleged loan) that he never recovered.
- Richey sued Nighthawk principals Mark Fisher and Reece Boudreaux in Wise County asserting breach of fiduciary duty, fraud, securities claims, defamation, negligent misrepresentation, and interference with business relations among other claims.
- Fisher and Boudreaux moved to transfer or dismiss based on the acquisition agreements’ mandatory venue clauses and argued many claims belonged to Nighthawk/the bankruptcy trustee; the trial court denied the motions and mandamus was sought up to the Texas Supreme Court.
- The Supreme Court addressed standing/party-of-right issues and whether Texas Civil Practice & Remedies Code §15.020 (major-transaction mandatory venue) and the forum-selection clauses required transfer to Tarrant County.
Issues
| Issue | Plaintiff's Argument (Richey) | Defendant's Argument (Relators) | Held |
|---|---|---|---|
| Standing to sue for injuries to partnership/deferred consideration | Richey says he personally suffered unique damages (reputation, lost income, $1M payment) and so has standing | Relators say claims belong to Nighthawk or the bankruptcy trustee and thus Richey lacks standing | Court: Construing pleadings liberally, Richey alleged personal, ‘‘personally aggrieved’’ injuries; record does not show entitlement to mandamus on standing ground |
| Claims that are debts of Nighthawk / automatic bankruptcy stay | Richey: claims against Relators are not barred; they are personal claims against individuals | Relators: debt claims should be asserted against Nighthawk in bankruptcy; automatic stay should block proceedings | Court: Trial court had jurisdiction over claims against non-debtors; defendants didn’t show the stay extended to them or that dismissal was required |
| Whether claims "arise from" a major transaction so §15.020 applies | Richey: tort/management claims arise from post-acquisition conduct, not the purchase; Note wasn’t signed by him | Relators: claims (including unpaid Note and lost benefit-of-the-bargain) arise from the acquisition and Goodwill Agreement | Court: Using a common-sense analysis, claims for the Note and related benefit-of-the-bargain damages arise from the acquisition/Goodwill Agreement; §15.020 applies |
| Whether forum-selection clauses are mandatory vs. permissive and whether §15.017 (libel venue) controls | Richey: language ("may be brought", "non-exclusive") is permissive; §15.017 mandates defamation suits in plaintiff’s county (Wise) | Relators: clause includes mandatory language forbidding suit in other courts and thus designates Tarrant County; §15.020’s "notwithstanding" controls over §15.017 | Court: Clause construed as mandatory (parties agreed not to bring suit elsewhere); the §15.020 statute prevails over other venue rules; trial court abused discretion by denying transfer to Tarrant County |
Key Cases Cited
- Rusk State Hosp. v. Black, 392 S.W.3d 88 (Tex. 2012) (jurisdiction must be resolved before reaching other issues)
- Tex. Dep’t of Parks & Wildlife v. Miranda, 133 S.W.3d 217 (Tex. 2004) (pleadings construed liberally on jurisdictional plea)
- In re International Profit Assocs., 274 S.W.3d 672 (Tex. 2009) (use common-sense analysis to determine whether tort claims arise from a contract/forum clause)
- In re Laibe Corp., 307 S.W.3d 314 (Tex. 2010) (forum-selection clauses are presumptively valid; mandamus available to enforce)
- In re Lisa Laser USA, Inc., 310 S.W.3d 880 (Tex. 2010) (forum clause applies where obligations exist only by virtue of the contract)
- Hall v. Douglas, 380 S.W.3d 860 (Tex. App.—Dallas 2012) (limited partner lacks standing for injuries that merely diminish partnership value; personally aggrieved exception)
- Wichita Cnty. v. Hart, 917 S.W.2d 779 (Tex. 1996) (permissive venue does not defeat a meritorious motion based on mandatory venue)
- Molinet v. Kimbrell, 356 S.W.3d 407 (Tex. 2011) ("notwithstanding" language indicates legislative intent to prevail over conflicting provisions)