Background - John and Margaret Denson opened multiple brokerage accounts with LPL Financial; each account application incorporated an LPL Master Account Agreement containing a FINRA arbitration clause covering disputes between the customer and LPL and/or the customer’s “Representative.” - Jack Vareados (a registered representative) advised the Densons and later formed Steer Wealth, LLC; Steer Wealth is a distinct LLC (not a signatory to the LPL account agreements) but Vareados used it to conduct LPL business. - After John Denson’s 2013 death, Margaret discovered transfers of assets to accounts benefiting Tan Tang and entities controlled by Tang and John; she sued Tang and LPL, ultimately nonsuiting LPL after LPL moved to compel arbitration and settling claims involving Tang. - In 2016 Margaret sued Steer Wealth (alleging breach of contract, fraud, fiduciary breach, aiding/abetting, etc.), asserting she was a Steer Wealth client and that Steer breached duties to her; Steer moved to compel arbitration under the LPL agreements despite being a non‑signatory. - Steer’s theories: (1) it is an intended third‑party beneficiary because the arbitration clause covers disputes with the customer’s “Representative,” and (2) direct‑benefits estoppel — Denson seeks to derive benefits tied to the LPL agreements so she must arbitrate. - The trial court denied Steer’s motion to compel arbitration; Steer appealed. The court of appeals affirmed. ### Issues | Issue | Plaintiff's Argument | Defendant's Argument | Held | |---|---|---|---| | Whether a non‑signatory (Steer) is a third‑party beneficiary of the LPL agreements | Denson: Steer is a separate entity and not covered by LPL’s references to a "Representative"; no clear intent to benefit Steer | Steer: Arbitration clause covers disputes with customer and/or "Representative(s)" — that includes Vareados and his "DBA" Steer | Held: No — parties did not clearly intend to benefit Steer LLC; "Representative" contemplates a natural‑person registered representative, not a separate LLC, so Steer is not an intended third‑party beneficiary | | Whether direct‑benefits estoppel permits Steer to enforce the LPL arbitration clauses | Denson: Her claims allege a separate contractual relationship with Steer and can stand independent of LPL contracts | Steer: Denson seeks to enforce duties that flow from the LPL account relationships, so she must arbitrate | Held: No — Denson alleged independent contracts and duties owed by Steer; her claims do not seek direct benefits from the LPL agreements, so estoppel does not apply | ### Key Cases Cited Wachovia Sec., LLC v. Emery, 186 S.W.3d 107 (Tex. App.—Houston [1st Dist.] 2005) (sale of securities involves interstate commerce for FAA purposes) Eurocapital Grp., Ltd. v. Goldman Sachs & Co., 17 S.W.3d 426 (Tex. App.—Houston [1st Dist.] 2000) (accounts with brokerage firm implicate interstate commerce) In re Kellogg Brown & Root, Inc., 166 S.W.3d 732 (Tex. 2005) (party seeking to compel arbitration must prove existence and scope of valid arbitration agreement) In re Rubiola, 334 S.W.3d 220 (Tex. 2011) (gateway question whether non‑signatory may compel arbitration is for the court) In re Palm Harbor Homes, Inc., 195 S.W.3d 672 (Tex. 2006) (third‑party beneficiary standard requires clear intent to benefit third party) G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d 502 (Tex. 2015) (non‑signatory enforcement theories and limits on equitable estoppel) Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009) (state contract law principles determine when nonparties may enforce arbitration agreements) Meyer v. WMCO‑GP, LLC, 211 S.W.3d 302 (Tex. 2006) (direct‑benefits estoppel where claimant seeks direct benefit from contract with arbitration clause) In re Vesta Ins. Grp., Inc., 192 S.W.3d 759 (Tex. 2006) (nonparty must seek to derive a direct benefit from contract to be estopped from avoiding arbitration) In re Weekley Homes, L.P., 180 S.W.3d 127 (Tex. 2005) (substance of claim, not pleading, determines whether claim depends on contract) In re Merrill Lynch Trust Co. FSB, 235 S.W.3d 185 (Tex. 2007) (corporate affiliates and agents: arbitration may be required when claims rest on same contractual obligations; but separate contracts without arbitration clauses cannot be rewritten by estoppel) MCI Telecomm. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647 (Tex. 1999) (intent to benefit a third party must be clearly and fully spelled out)