In re Fisher
Supreme Court of Texas No. 12-0163 (February 28, 2014)
Justice Johnson (Opinion)
Mike Richey sold his oilfield services company in 2007 to Nighthawk, a company controlled by Mark Fisher and Reece Boudreaux. The transaction was documented in three written agreements, each of which provided that the parties (1) consented to the “non-exclusive jurisdiction” of courts in Tarrant County and (2) agreed not to bring any suit arising out of the agreements in any other court. Business went badly, and Nighthawk filed bankruptcy. Shortly thereafter, Richey sued Fisher and Boudreaux in Wise County, alleging breach of fiduciary duty, various forms of fraud, and other torts. Fisher and Boudreaux moved to transfer venue to Tarrant County or dismiss the suit, based on the contractual venue selection clauses. The trial court denied the venue motion, and the Fort Worth Court of Appeals denied mandamus relief.
The Texas Supreme Court held that the venue clauses were mandatory and conditionally granted mandamus. The Court referred to the venue provisions as “forum selection clauses,” which it noted are “presumptively valid” and may be enforced by mandamus. The Court agreed with Fisher and Boudreaux that the action “arose from” a “major transaction” governed by section 15.020 of the Texas Civil Practice and Remedies Code, which gave the contractual venue clause precedence over other venue provisions. The Court also rejected Richey’s argument that the contract’s venue clause was “permissive” rather than “mandatory,” emphasizing the parties’ agreement “not to bring any proceeding arising out of or relating to this Agreement in any other court.” And it held that, even if venue in Wise County, where Richey resided, was authorized by section 15.017, that “mandatory” venue provision was trumped by the language applying section 15.020 “[n]otwithstanding any other provision” of the statute.
