Johnny E. Webb, III v. Alex Rodriguez, 06-14-00102-CV

In 2013 Diversegy and its subsidiary were sold to IDT Energy; a Unit Purchase Agreement (UPA) naming "The Members of Diversegy, LLC" as sellers was executed on Dec. 5, 2013. Appellant Webb alleges he never authorized or signed the UPA and first received a copy only after the sale.
Webb sued in Dallas County alleging concealment of debts, refusal to pay for his units, denial of access to records, and related misconduct; he obtained an ex parte TRO and a hearing was set.
Defendants moved (Sept. 9, 2014) to transfer venue under Tex. Civ. Prac. & Rem. Code §15.020 (major-transactions venue) and alternatively to dismiss/enforce a forum-selection clause requiring suit in Essex County, New Jersey. Several defendants joined; some filed special appearances.
On Sept. 23, 2014 the trial court granted defendants’ motion to transfer/dismiss, citing the motion, plaintiff’s response, defendants’ reply (which included three affidavits filed same day), and argument. Webb’s subsequent motion for reconsideration was denied.
Webb appeals, arguing the trial court abused its discretion because: (1) the forum-selection clause cannot bind him (he never signed/authorized the UPA); (2) the court relied on new evidence in defendants’ reply without giving Webb an opportunity to respond; and (3) Texas courts lack authority to transfer venue outside the state under Tex. R. Civ. P. 87 or §15.020.

Issue	Plaintiff's Argument	Defendant's Argument	Held
1. Enforceability of forum-selection clause	Webb: UPA was never authorized/signed by him; signature page is a replica/forgery so clause is unenforceable	Defs: UPA binds Webb; forum-selection clause requires dismissal/transfer to NJ	Trial court granted transfer/dismissal based on clause (per trial-court order)
2. Consideration of new evidence filed with reply	Webb: Defendants’ reply included new affidavits filed same day as hearing; Webb was denied chance to rebut, violating Rule 87's evidentiary framework	Defs: Reply evidence supports prima facie proof for transfer; court may consider it	Trial court expressly relied on defendants’ reply affidavits in its order
3. Statutory authority to transfer out of state	Webb: §15.020 and Tex. R. Civ. P. 87 do not authorize transferring a Texas case to another state; proper remedy for enforcing forum clauses is dismissal	Defs: §15.020 (major-transaction venue specification) and forum clause permit suit elsewhere (NJ)	Trial court ordered transfer/dismissal to New Jersey (appellant contends this exceeded court’s statutory authority)
4. Need for findings of fact/conclusions	Webb: He requested findings; denial deprived appellate review of trial court’s factual basis for relying on disputed evidence	Defs: (Implicit) discretion to deny requested findings	Trial court denied Webb’s request for findings and conclusions

Accelerated Christian Educ., Inc. v. Oracle Corp., 925 S.W.2d 66 (Tex. App. Dallas 1996) (forum-selection clause enforceability principles)
Barnett v. Network Solutions, Inc., 38 S.W.3d 200 (Tex. App. Eastland 2001) (abuse-of-discretion review for forum-clause enforcement)
Beaumont Bank, N.A. v. Buller, 806 S.W.2d 223 (Tex. 1991) (standard for reversible trial-court legal error)
Ruiz v. Conoco, 868 S.W.2d 752 (Tex. 1993) (trial court must review entire record; prima facie proof and post-hearing evidence may defeat venue showings)
In re Automated Collection Techs., Inc., 156 S.W.3d 557 (Tex. 2004) (enforcement of forum-selection clauses unless unreasonable or invalid)
In re Int'l Profit Assocs., 286 S.W.3d 921 (Tex. 2009) (signed-contract presumptions; duties of signatories)
In re Lyon Fin. Servs., 257 S.W.3d 228 (Tex. 2008) (fraud affecting entire contract vs. fraud targeting forum clause)
Scherk v. Alberto–Culver Co., 417 U.S. 506 (U.S. 1974) (fraud in inducement principles for forum clauses)