in Re the Law Offices of Art Dula, Arthur, M. Dula, Individually, and D/B/A the Law Offices of Art Dula, Anat Friedman, Individually, and D/B/A the Law Offices of Art Dula, J. Buckner Hightower, and the Robert A. and Virginia Heinlein Prize Trust, Through
14-15-00535-CV
| Tex. App. | Jun 23, 2015Background
- Horie sued the Relators in Texas over a $49 million investment in Excalibur EA, alleging fraud and breach of fiduciary duty tied to a space-enterprise venture.
- A 2010 Settlement Agreement between Horie and EA included a broad forum-selection clause granting exclusive Isle of Man jurisdiction for disputes arising out of or related to the Deed.
- Relators (Dula, Hightower, Friedman, and Heinlein Trust) are part of the “Company Group” released by the Settlement Agreement and allegedly acted in concert with EA.
- Horie amended pleadings to name signatories and non-signatories, asserting interdependent misconduct between signatories and Relators.
- The trial court denied Relators’ motion to dismiss, staying discovery, and Relators sought mandamus relief to enforce the Isle of Man forum clause and dismiss the Texas suit.
- The court of appeals holds that Relators may enforce the forum-selection clause against Horie’s Texas suit under Texas precedent.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether the Isle of Man forum clause applies to Relators. | Horie argues clause is inapplicable to non-signatories. | Relators are within the Company Group and/or bound via interdependent conduct. | Clause applies; Relators may enforce it. |
| Whether non-signatories can enforce a forum clause. | Non-signatories cannot enforce absent equitable estoppel. | Deep Water Slender Wells allows non-signatories to enforce when interdependent conduct exists. | Non-signatories may enforce. |
| Whether Horie can defeat the clause by alleging attorney-client status with Dula. | Horie alleges Dula was his attorney to avoid clause. | Attornery-client status does not defeat enforceability; burden remains with plaintiff. | He cannot defeat the clause. |
| Whether fraud allegations avoid the forum clause. | Fraud in inducement could avoid contract. | Fraudulent inducement does not defeat a broad forum clause; claims fall within the clause. | Fraud does not void enforcement; clause applies. |
Key Cases Cited
- In re Laibe Corp., 307 S.W.3d 314 (Tex. 2010) (mandamus for trial court’s failure to enforce forum clause; heavy burden on resisting party)
- Deep Water Slender Wells, Ltd. v Shell Int’l Expl. & Prod. Inc., 234 S.W.3d 679 (Tex. App.—Houston [14th Dist.] 2007) (equitable estoppel allows non-signatories to enforce forum clause when interdependent conduct is alleged)
- Falk & Fish L.L.P. v Pinkston’s Lawnmower & Equip., Inc., 317 S.W.3d 523 (Tex. App.—Dallas 2010) (attorney-client contracts and heavy burden to resist forum clauses; distinguishable facts)
- In re Int'l Profit Assocs., 274 S.W.3d 672 (Tex. 2009) (orig. proceeding; context for forum-selection clause enforceability against non-signatories)