OPINION
Appellant, Leticia B. Loya, challenges the trial court’s orders granting the motions of appellees, Miguel Loya, Vitol, Inc. (“Vitol”), Michael Metz, and Antonio “Tony” Maarraoui, to dismiss, under contractual forum-selection clauses, her lawsuit against them for conspiracy, fraud, negligence, and breaches of fiduciary duty. In her sole issue, Leticia contends that the trial court erred in granting appellees’ motions and dismissing her lawsuit.
We affirm the orders of the trial court.
Background
In her second amended petition, Leticia alleged that prior to 2006, she and her husband, Miguel, were “major shareholders” in Vitol Holding II S.A. (“VHIISA”), which is based in Luxembourg and “one of the world’s largest independent energy trading companies.” Miguel was a member of its board of directors, and he was employed by Vitol, an affiliated entity in Houston, Texas. In 2006, Leticia and Miguel exchanged their VHIISA shares for shares in Tinsel Group, S.A. (“Tinsel”), a “newly created entity” affiliated with VHI-ISA and based in Luxembourg.
In 2008, Leticia and Miguel began di
Leticia brought claims for conspiracy, breach of fiduciary duty, fraud, and negligence in a stock transaction against Miguel, Vitol, and Tinsel directors, Michael Metz and Antonio Maarraoui. She alleged that they “conspired to aid and facilitate [Miguel’s] scheme to defraud” her by “concealing]” the “imminent acquisition of West African assets by Vitol.” And they breached their fiduciary duties to her by failing to “apprise her of all material information necessary for her to make an informed decision regarding a sale [of shares] to an insider [Miguel]”; “implement appropriate safeguards to ensure stockholders, like [her] are not unfairly disadvantaged”; and “establish appropriate internal controls to protect non-insider shareholders.” She argued that they owed her both formal and informal fiduciary duties because they had “dealt -with each other” for such a long period of time that such duties were owed. They “intentionally plotted and carried out a plan to actually defraud [her] personally and the community estate.” They “made material misrepresentations and omitted material facts regarding the valuation of Tinsel stock and the [appurtenant] rights to [her],” on which she relied to her detriment. And their conduct constituted “fraud in a stock transaction.”
Vitol, Metz, and Maaraoui collectively filed an amended “Motion to Dismiss Based on Mandatory Forum Selection Clauses.” To their motion, they attached copies of the VHIISA and Tinsel shareholder’s agreements. In their motion, they asserted that “[a]s a shareholder of VHII-SA, [Miguel] signed the VHIISA shareholder’s agreement, which contains a mandatory forum-selection clause,” which states as follows:
10.11 Any dispute arising out of or [i]n connection with this Agreement or the breach, termination or invalidity thereof shall be submitted exclusively to the jurisdiction of the courts of Rotterdam, the Netherlands.
The agreement further provides that the parties intended for spouses to be bound as follows:
10.6-All obligations of Shareholders with respect to any shares covered by this Agreement shall, as the context requires, bind Shareholder’s spouse and the divorce or death of such spouse shall not vitiate the binding nature of such obligation.
In 2006, when Miguel exchanged his VHII-SA shares for shares in Tinsel, he signed Tinsel’s shareholder’s agreement, which contains an identical clause and provision.
Vitol, Metz, and Maaraoui further asserted that Leticia’s claims are “based on her alleged status as a VHIISA and Tinsel shareholder and arise from the Shareholder’s Agreements.” And, “to the extent [she] claims she is a shareholder or claims any rights to the shares registered in [Miguel’s] name, she is bound by the forum-selection clauses” in the shareholder’s agreements. The forum-selection clauses unambiguously vest exclusive jurisdiction in the courts of Rotterdam, the Netherlands, for “any dispute rising out of or in connection with the Shareholder’s Agreements.” And Leticia’s claims “fall squarely within the scope of the mandatory forum-selection clauses.”
Miguel also filed a “Motion to Dismiss Based on a Mandatory Forum Selection Clause.” To his motion, he attached Tinsel’s shareholder’s agreement. In his motion, he asserted that on June 22, 2010, “over four years ago,” the trial court entered a final decree of divorce on the MSA and Leticia did not appeal. And she now sues him “on property that was valued and divided in the decree,” claiming that he had a duty to “independently disclose potential future operations of his employer” and “failed to tell her about the existence of a potential business transaction,” which did not “e[o]me to fruition” until “approximately 14 months after the [decree] became final.” Miguel further asserted that a potential future business transaction had no bearing on the value of the community assets at the time they were divided. He argued that Leticia’s claims against him should be dismissed based on the forum-selection clause in Tinsel’s shareholder’s agreement, which governs the shares about which Leticia sues.
In her collective response, Leticia argued that she is not bound by the forum-selection clauses in the agreements because she “never signed” them, her claims do not fall within their scope, and exceptions apply to their enforceability. In his reply, Miguel argued that Leticia is bound by the contractual forum-selection clauses because she “characterizes herself as a shareholder of VHIISA and Tinsel and asserts her rights based on that status.” To his reply, Miguel attached copies of VHIISA’s and Tinsel’s shareholder’s agreements.
After a hearing, the trial court granted appellees’ motions to enforce the forum-selection clause and dismissed Leticia’s claims against them.
Standard of Review
We review a trial court’s decision regarding the validity and enforcement of a forum-selection clause for an abuse of discretion. In re AIU Ins. Co.,
Forum-selection clauses are generally enforceable and presumptively valid. In re Laibe Corp.,
In the determining the validity and enforceability of a forum-selection clause, a trial court first determines, by applying ordinary principles of contract interpretation, whether the contract at issue in fact contains a forum-selection clause and whether the claims fall within the scope of the clause. Deep Water Slender Wells, Ltd.,
We review a trial court’s interpretation of a contractual forum-selection clause de novo. Phx. Network Techs. (Europe) Ltd. v. Neon Sys., Inc.,
Forum-Selection Clauses
In her sole issue, Leticia argues that the trial court erred in dismissing, based on the forum-selection clauses in the shareholder’s agreements, her claims against appellees because she was “not a signatory” to the agreements and her claims “do not fall within the scope of the forum-selection clause[s].”
The record shows that Miguel, Metz, and Maarraoui each executed shareholder’s agreements, which provide that “[a]ny
“Texas law has long recognized that nonparties may be bound to a contract under various legal principles.” In re Weekley Homes, L.P.,
Under direct-benefits estoppel, a “non-signatory who is seeking the benefits of a contract or seeking to enforce it ‘is estopped from simultaneously attempting to avoid the contract’s burdens.’ ” Rachal,
Here, Leticia, throughout her pleadings, refers to herself as a “shareholder” and to the shares as owned by “[t]he Loyas.” She asserts that appellees “owed [her] both formal and informal fiduciary duties ,,. [based on] the special relationships between the parties arising because the parties dealt with each other in such a manner for a long period of time that such [duties were] owed.” “She alleges that appellees breached their fiduciary duties to her by failing to “apprise her of all material information necessary for her to make an informed decision regarding a sale. [of shares] to an insider [Miguel]”; “implement appropriate safeguards to ensure stockholders, like [her] are not unfairly disadvantaged”; and “establish appropriate internal controls to protect non-insider shareholders.” She alleges that appellees “conspired to aid and facilitate [Miguel’s] scheme to defraud” her by “concealphg]” the “imminent acquisition of West African assets by Yitol,” which would have “significantly and materially impacted the value of the shares.”
In sum and substance, Leticia’s claims are that appellees failed, either intentionally or negligently, in their duties to her as “a shareholder” and deprived her of share value. Leticia’s allegations are based on her status as a shareholder and concern shares that Miguel acquired from his employer under an incentive plan pursuant to the shareholder’s agreements. She specifically argues that there existed a “special relationship” involving her as a shareholder because “the parties dealt with each other in such a manner for a long period of time that such [duties were] owed.” For instance, she alleges in her amended petition that “[t]he Loyas were major shareholders in VHIISA” and, “in 2006, the Loyas, as well as other shareholders,” exchanged “their VHIISA shares for shares in Tinsel.”
Thus, through her claims, Leticia seeks a direct benefit from the shareholder’s agreements. See id. at 131-32 (whether claim seeks direct benefit from contract “turns on the substance of the claim, not
In support of their opposing positions, the parties each rely on St. Clair v. Brooke Franchise Corp., No. 02-06-00216-CV,
On appeal, the plaintiff argued that she was not bound by the forum-selection clause because she was not a signatory to the contract. Id. The defendant argued, in part, that she was bound by the clause because she had accepted benefits from the contract in the form of an increase in the value of her community estate from the sale of the business. Id. The appellate court reversed the trial court’s judgment, holding that the plaintiff was not bound as a signatory by the “Consent of Spouse” agreement. Id. at *3, 7. However, it did note that a non-signatory plaintiff can still be bound by a forum-selection clause if she (1) brings claims in a lawsuit seeking direct benefits from a contract or (2) deliberately seeks and obtains substantial benefits from the contract itself, outside of litigation. Id. at *4-5. The appellate court clarified that the defendant argued only the second application, and it so limited its analysis. Id. at *5. It explained that “any increase in the community estate ... resulting from the sale of [her husband’s] business did not provide to [her] a benefit that was so direct and substantial that the doctrine of estoppel applie[d] and [bound] her to the Principal Agreement.” Id. at *7. And, unlike in Weekley, the plaintiff had “never insisted, knowingly or otherwise, on being treated as a party” to the contract. Id. at *6. Because she “did not deliberately seek or obtain benefits from the contract,” the plaintiff was not bound by the forum-selection clause. Id. at *6-7.
Here, Leticia did not merely receive the benefit of a passive increase to the value of the community estate; rather, she directly and personally realized a substantial benefit from selling to Miguel her portion of shares valued at $29,500,000. Cf.id.sk, *7. And, as her petition demonstrates, she has insisted on being treated as a party under the shareholder’s agreements. Cf.id. at *6.
Notably, the plaintiff in St. Clair sought only to avoid the defendant’s enforcement
Leticia next argues that her claims “do not fall within” the scope of the forum-selection clauses because “[n]one of [her] claims arise out of or are in connection with the [a]greement[s],” she “did not cite to the shareholder agreements at all in her Petition or in any affirmative pleadings,” and her claims “were maintained without reference to the [agreements].”
As discussed, the shareholders’ agreements unambiguously designate the courts of Rotterdam as the exclusive jurisdiction to resolve “[a]ny dispute arising out of or in connection with” the agreements. (Emphasis added.) Courts interpreting similar language have concluded that such clauses “encompass all claims that have some possible relationship with the agreement, including those claims that may only ‘relate to’ the agreement.” RSR Corp. v. Siegmund,
Leticia next asserts that “[c]auses of action arising under securities law... and common law, do not arise from contracts and do not fall within the scope of the [agreements’] forum selection clause[s],” citing Busse v. Pacific Cattle Feeding Fund #1, Ltd.,
Leticia further asserts that enforcement of the forum-selection clauses are “unreasonable” and “unjust” and constitutes “overreaching.” As stated, forum-selection clauses are generally enforceable and presumptively valid, and a trial court abuses its discretion in refusing to enforce a forum-selection clause unless the party opposing enforcement meets its heavy burden to “clearly show” that (1) enforcement would be unreasonable or unjust; (2) the clause is invalid for reasons of fraud or overreaching; (3) enforcement would contravene a strong public policy of the forum where the suit was brought; or (4) the selected forum would be seriously inconvenient for trial. Laibe Corp.,
As discussed, Texas law also allows for the enforcement of foreign forum-selection clauses. See Weekley Homes,
Finally, Leticia argues that Metz and Maarraoui are not entitled to enforce the forum-selection clause because only “their affiliated company,” Tinsel, actually signed the agreement with Miguel. She asserts that “[ajppellees can enforce the agreements they signed against each other, but not against [her].”
Again, Leticia, in bringing her suit against Metz and Maarraoui based on their alleged actions and omissions as Tinsel directors, seeks direct benefits from the shareholder’s agreement. It is undisputed, and Leticia, in her appellate brief, asserts, that Metz and Maarraoui “[were] parties to the [agreement].” As discussed above, the forum-selection clause contained in the agreement governs “[a]ny dispute arising out of or in connection with the Agreement” and “bind[s] [a] Shareholder’s spouse,” notwithstanding divorce. Thus, Leticia has not shown that Metz and Ma-arraoui are not entitled to enforce the forum-selection clause.
In sum, we conclude that the trial court could have reasonably concluded that equity prevents Leticia from avoiding the forum-selection clauses in the shareholder’s agreements. Accordingly, we hold that the trial court did not err in granting appel-lees’ motions to dismiss Leticia’s claims.
We overrule Leticia’s sole issue.
Conclusion
We affirm the orders of the trial court.
Notes
. VHIISA and Tinsel are not parties to this appeal.
. See Leticia B. Loya v. Miguel A. Loya, No. 2008-24514 (257th District Court of Harris Cty., Tex.),
. Tex. Bus. & Com. Code ann. § 27.01 (Vernon 2015).