Johnny E. Webb, III v. Alex Rodriguez
06-14-00102-CV
| Tex. App. | Apr 15, 2015Background
- Webb, a former Diversegy seller, sued on the UPA in Texas state court for breach of contract, fraud, fiduciary duty, and conversion.
- The UPA requires exclusive Essex County, NJ forum for any action relating to the agreement.
- Defendants moved to transfer/dismiss, arguing the UPA’s forum/venue clause mandates Essex County.
- The trial court granted the motion, dismissing Webb’s suit without prejudice to refile in Essex County.
- Webb’s response argued he did not sign the UPA, seeking to avoid the clause and keepDallas as proper venue.
- The Sixth Court of Appeals affirmed dismissal without prejudice, holding the UPA’s forum- or major-transaction venue provisions compel Essex County or a transfer to New Jersey.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Enforceability of the UPA forum-selection clause | Webb did not authorize or sign the UPA | UPA bound Webb as a party; clause mandatorily selects Essex County | Enforcement upheld; dismissal without prejudice to refile in Essex County |
| Alternative: major-transaction venue under § 15.020 | Dallas County venue permissible | UPA constitutes a major transaction and venue should be Essex County or another jurisdiction | UPA satisfies major-transaction criteria; venue transfer to Essex County appropriate |
| Opportunity to present rebuttal evidence | Webb should have chance to respond to reply with rebuttal evidence | No request for continuance or rebuttal was made; no error | No reversible error; court did not abuse discretion |
| Whether the court transferred the case or dismissed | Court transferred to New Jersey | Court dismissed without prejudice, not transferring | Court properly dismissed without prejudice to refile in New Jersey |
| Impact of Webb’s inconsistent positions | N/A | Webb sought benefit of UPA while denying signing it | Webb cannot prevail; cannot pick benefit without accepting forum clause |
Key Cases Cited
- In re Int’l Profit Assocs., 274 S.W.3d 672 (Tex. 2009) (forum-selection clauses generally enforceable; heavy burden to avoid enforcement)
- In re Lisa Laser USA, Inc., 310 S.W.3d 880 (Tex. 2010) (forum-selection clause enforcement and relation to contract claims)
- In re AutoNation, Inc., 228 S.W.3d 663 (Tex. 2007) (enforcement of forum-selection clauses; proximity to contract claims)
- In re Bunzl USA, Inc., 155 S.W.3d 202 (Tex. App.—El Paso 2004) (signature evidence supporting forum-selection clause validity)
- In re Team Rocket, L.P., 256 S.W.3d 257 (Tex. 2008) (plaintiff’s choice of venue and transfer obligations under §15.063; general venue principles)