Pinto Technology Ventures, L.P. v. Sheldon, 526 S.W.3d 428

Background

Minority shareholders Sheldon and Konya sued IDEV and certain controlling investors and officers alleging equity dilution, fraud, breach of fiduciary duty, minority-oppression claims, Texas Blue Sky violations, and conspiracy arising from 2010 transactions and amendments to the shareholders agreement.
IDEV’s shareholders agreement (amended repeatedly; 2006, 2008, 2010) contained a forum-selection clause requiring Delaware courts to hear “any dispute arising out of this Agreement.”
Sheldon signed most agreements but not the 2010 amendment; Konya signed 2002 and 2004 agreements which contained a Majority Amendment Provision permitting nonunanimous amendments.
Trial court dismissed the Texas suit in favor of Delaware under the forum clause; the court of appeals reversed, holding the extracontractual statutory and common-law tort claims did not “arise out of” the shareholders agreement.
The Texas Supreme Court granted review to decide (1) whether the tort/statutory claims fall within the clause’s scope, (2) whether Konya is bound by the Delaware clause, and (3) whether nonsignatory defendants (Owens, Burke) can enforce the clause.

Issues

Issue	Plaintiff's Argument	Defendant's Argument	Held
Scope: Do statutory and common-law tort claims “arise out of” the shareholders agreement?	Claims are based on general law and would exist without the agreement, so the clause should not apply.	The claims are factually predicated on the 2010 agreement; the clause covers “any dispute arising out of” the Agreement.	The court applied a substance-over-labels test: the claims fall within the clause because the agreement’s existence/terms are operative facts and a "but-for" relationship exists.
Artful pleading: Can plaintiffs evade the clause by pleading torts instead of contract claims?	Plaintiffs may choose remedies; tort pleading should not automatically trigger the clause.	Allowing tort labels to avoid the clause would permit artful pleading and frustrate parties’ contractual expectations.	Court rejects strict contract/tort distinction; looks to factual allegations—artful pleading cannot avoid an applicable forum clause.
Konya’s consent: Is Konya bound to Delaware though he signed only the 2004 agreement?	Konya signed only agreements naming Texas and never individually signed the Delaware amendments, so he isn’t bound.	Konya consented in 2004 to nonunanimous amendments (Majority Amendment Provision), so later valid amendments bind him.	Konya is bound: the Effectiveness Provision must be read with the Majority Amendment Provision; his 2004 assent made him subject to later, properly adopted amendments.
Nonsignatory enforcement: Can Owens and Burke (officers) enforce the forum clause?	Owens and Burke assert theories (transaction-participant, concerted-misconduct equitable estoppel, and mandatory-venue statutes) permit enforcement.	Defendants say the contract and doctrines allow nonsignatories closely related to the transaction to enforce the clause.	Court rejects enforcement by Owens and Burke: the agreement expressly disclaims conferring rights to nonparties, the concerted-misconduct doctrine was not adopted here, and statutory venue provisions do not require dismissal of claims against them.

Key Cases Cited

In re Lyon Fin. Servs., Inc., 257 S.W.3d 228 (Tex. 2008) (forum-selection clauses generally enforceable absent fraud, overreaching, or strong contrary public policy)
In re AIU Ins. Co., 148 S.W.3d 109 (Tex. 2004) (forum-selection clause enforcement principles and defenses)
In re Lisa Laser USA, Inc., 310 S.W.3d 880 (Tex. 2010) (but-for test applied to determine whether claims "arise out of" an agreement)
In re Rubiola, 334 S.W.3d 220 (Tex. 2011) (nonsignatories may be treated as parties where the agreement expressly includes them)
G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502 (Tex. 2015) (discussion of limits on binding nonsignatories; declined to adopt certain equitable estoppel approaches to arbitration enforcement)
Omron Healthcare, Inc. v. Maclaren Exps. Ltd., 28 F.3d 600 (7th Cir. 1994) (criticized expansive but-for tests for "arising out of" language)
Lambert v. Kysar, 983 F.2d 1110 (1st Cir. 1993) ("same operative facts" test for contract-related tort claims)