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In re Bloom Business Jets LLC

Court of Appeals of Texas, First District

May 9, 2017

IN RE BLOOM BUSINESS JETS, LLC
v.
GLENCOVE HOLDINGS, LLC, Appellee BLOOM BUSINESS JETS, LLC, Appellant

         Original Proceeding on Petition for Writ of Mandamus

         On Appeal from the 164th District Court Harris County, Texas Trial Court Case No. 2016-50795

          Panel consists of Chief Justice Radack and Justices Brown and Lloyd.

          OPINION

          Harvey Brown Justice.

         Bloom Business Jets, LLC formerly crewed and maintained an airplane for Glencove Holdings, LLC under contract. Glencove terminated the contract after their business relationship soured and Bloom placed a lien on the plane. Glencove then sued Bloom in Harris County. Bloom responded by filing a special appearance to challenge personal jurisdiction and a motion to dismiss based on a forum-selection clause that requires all litigation involving their contract to be brought in Colorado. The trial court denied Bloom's special appearance and motion to dismiss. Bloom now petitions for a writ of mandamus regarding the denial of its motion to dismiss and appeals from the denial of its special appearance. Because we conclude that the trial court abused its discretion by refusing to enforce the forum-selection clause, we conditionally grant the writ and dismiss as moot Bloom's appeal.

         Background

         Glencove contracted with Bloom to crew and maintain an airplane but became dissatisfied with Bloom's services and terminated the contract within six months. After termination, Bloom placed a lien on the plane, contending that Glencove owed it $48, 131.65 under the contract. Bloom subsequently lowered the lien amount to $23, 157.47. Disputing the amount owed and contending that the lien was invalid and unenforceable, Glencove then filed this suit, after which Bloom lowered the lien amount again to $13, 143.57. In its suit, Glencove sought a declaration regarding the amount owed and the invalidity of the lien as well as an order requiring Bloom to release the lien. Glencove also alleged causes of action for breach of contract, fraud, and negligent misrepresentation. It premised the latter two causes of action on representations that Bloom allegedly made to Glencove about the plane's management and maintenance. Finally, Glencove requested a temporary restraining order directing Bloom to release the lien and to refrain from trying to take possession of the plane as well as a temporary injunction preventing Bloom from refiling the lien.

         The trial court entered a temporary restraining order prohibiting Bloom from interfering with the operation or use of the airplane and set a hearing on Glencove's application for a temporary injunction. The day before that hearing, Bloom filed a consolidated special appearance and motion to dismiss, in which it contended that the trial court lacked personal jurisdiction over it and that the parties' contract contained a forum-selection clause requiring this suit to be filed in another forum. The trial court then entered an agreed order postponing the injunction hearing. As recited in the order, Bloom also agreed to release its lien in exchange for payment of the amount stated in the lien, without waving its special appearance. It is undisputed that Glencove paid the lien and Bloom released it.

         The trial court subsequently heard Bloom's special appearance and motion to dismiss and Glencove's application for a temporary injunction. During that hearing, the court ruled from the bench that it had specific jurisdiction over Bloom with respect to Glencove's lien-related claims and that its lien-related claims were not within the scope of the forum-selection clause but that Glencove's other claims had to be brought in Colorado. The trial court also entered a temporary injunction, ordering Bloom not to take possession of the plane or file any further liens on it. Bloom filed a petition for a writ of mandamus, contending that the forum-selection clause required dismissal of all Glencove's claims. The following day, the trial court entered a written order denying Bloom's special appearance and motion to dismiss in their entirety. Its order did not include fact findings, state the reasons for its ruling, or explain why the court's written ruling differed from the one it made at the hearing. Bloom then filed an interlocutory appeal from the court's denial of its special appearance.

         Forum-Selection Clause

         A. Standard of review and applicable law

         To obtain a writ of mandamus, the relator must show that the trial court's order is void or a clear abuse of discretion and that there is not an adequate appellate remedy. In re Nationwide Ins. Co. of Am., 494 S.W.3d 708, 712 (Tex. 2016). A trial court abuses its discretion if its ruling is arbitrary and unreasonable or made without regard for guiding legal principles or supporting evidence. Id. A trial court also abuses its discretion if it fails to analyze or apply the law correctly. Id.

         Contractual forum-selection clauses generally are enforceable. Id. Indeed, they are presumptively valid. In re Laibe Corp., 307 S.W.3d 314, 316 (Tex. 2010) (per curiam); Vak v. Net Matrix Solutions, 442 S.W.3d 553, 558-59 (Tex. App.- Houston [1st Dist.] 2014, no pet.). A trial court therefore abuses its discretion if it fails to properly interpret or enforce a forum-selection clause. In re Lisa Laser USA, Inc., 310 S.W.3d 880, 883 (Tex. 2010) (per curiam).

         When addressing a forum-selection clause, the trial court first must make a common-sense examination of the claims asserted in the suit and determine whether they are within the scope of the clause. In re Int'l Profit Assocs., 274 S.W.3d 672, 677 (Tex. 2009) (per curiam); Loya v. Loya, 507 S.W.3d 871, 876 (Tex. App.- Houston [1st Dist.] 2016, no pet.). In interpreting the clause, the court applies ordinary principles of contract interpretation, according its terms their usual meaning without reference to evidence outside of the contract if it is unambiguous. Loya, 507 S.W.3d 876. A party may not evade the scope of the clause by artfully pleading its claims. In re Int'l Profit Assocs., 274 S.W.3d at 677. In general, as long as the rights and duties of the parties arise from the contract, the claims are ...


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