in Re Ruby Tequila's Amarillo West, LLC, Ruby Tequila's Lubbock South, LLC and Ruby Tequila's Mexican Kitchen, LLC

Citation: Not availableDocket: 07-11-00494-CV

Court: Court of Appeals of Texas; February 16, 2012; Texas; State Appellate Court

Original Court Document: View Document

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The court case involves a petition for a writ of mandamus filed by Ruby Tequila's Amarillo West, LLC, Ruby Tequila's Lubbock South, LLC, and Ruby Tequila's Mexican Kitchen, LLC, seeking to compel Judge Ana Estavez to vacate an order that denied their motion to dismiss a lawsuit brought by RT Soncy Partnership, Ltd. and RT Lubbock Partnership, Ltd. The relators operate restaurants under leases that do not include forum-selection clauses, but subsequent agreements, including a Separation, Settlement and Release Agreement and an amendment to it, introduced forum-selection clauses specifying litigation venues based on which party is alleging a breach. Specifically, claims by Soncy Partnership or Lubbock Partnership must be filed in Delaware, while claims by Ruby Tequila's must be filed in Texas. The lawsuit filed by Soncy Partnership and Lubbock Partnership in Randall County alleges breaches of the leases for failure to maintain the premises and comply with local regulations. Ruby Tequila's responded with a general denial and asserted various defenses, including the violation of the forum-selection clauses, and subsequently filed a motion to dismiss based on those clauses. The petition for mandamus was ultimately denied by the court.

A supplemental motion to dismiss was filed, highlighting the forum-selection clause in the Operating Agreement, which Ruby Tequila claims should apply to the lawsuit by certain equity holders against RTMK and its affiliates. During the motion hearing, the trial court accepted certain documents into evidence but did not hear any testimony, ultimately denying the motion. Ruby Tequila subsequently initiated a mandamus proceeding, arguing that the trial court abused its discretion by not dismissing the case based on the forum-selection clause. 

Ruby Tequila contends that the claims from Soncy Partnership and Lubbock Partnership fall under this clause, and the latter failed to prove any grounds to resist enforcement. It is established that a motion to dismiss is the appropriate method for enforcing a forum-selection clause. A writ of mandamus may be issued if a trial court clearly abuses its discretion, especially when the aggrieved party lacks an adequate remedy at law due to the denial of a forum-selection clause. 

The trial court must first establish if the claims in the lawsuit are encompassed by the forum-selection clause and whether the clause itself is enforceable. The evaluation involves a common-sense analysis of the claims and the clause. If the claims are within the scope, the burden shifts to the opposing party to prove that enforcement would be unreasonable, the clause is invalid, enforcement contravenes public policy, or the chosen forum is inconvenient.

Ruby Tequila argues that the claims pertain to equity positions in RTMK, thus falling within the Operating Agreement’s clause, which mandates that related actions must be brought in a specified Delaware court. The determination of whether these claims are within the clause's scope relies on the factual allegations in the underlying suit rather than the legal causes of action presented.

The underlying pleadings assert that the lessees have neglected to maintain the leased premises and comply with local restaurant regulations, while the guarantor has not fulfilled its obligations under the lease guarantee. The efficacy of the leases and guarantees is independent of the Operating Agreement, which does not create or influence the legal relationships in question. The claims in the underlying suit can be pursued without reference to the Operating Agreement, as established in case law, such as *Parfi Holding AB v. Mirror Image Internet, Inc.*, which confirms that independent actions do not relate to contractual matters if they could proceed without the contract. Similarly, courts assess whether claims are sufficiently intertwined with a contract to require arbitration under its clauses, as noted in *Ford v. Nylcare Health Plans* and *Hearthshire Braeswood Plaza Ltd. P'ship v. Bill Kelly Co.*. The broad interpretation of "in connection with" does not extend to absurd conclusions, such as requiring all landlord-tenant disputes involving specific partnerships to be resolved in Delaware. Courts avoid interpretations that lead to unreasonable outcomes, as seen in *Lane v. Travelers Indem. Co.*.

The underlying suit does not relate to the Operating Agreement and is therefore not governed by its forum-selection clause. Ruby Tequila's claims that various agreements, including leases and the Release, are interrelated and subject to the forum-selection provisions lack merit. It asserts that disputes under the leases fall under the forum-selection clause in the Release, but this interpretation relies too heavily on the Release's language and a merger clause, which it argues makes the Release the primary governing document. However, the court disagrees, stating that the Release does not control all aspects of the parties' relationships and that the claims in the suit originate from the leases, not the Release. The court distinguishes this case from precedent set in Lisa Laser, where a forum-selection clause was deemed applicable because the agreements were interdependent. Here, the forum-selection clauses differ significantly, with the Release specifying different jurisdictions for different parties. Additionally, the 2010 Release and the 2008 leases are independent agreements, each standing alone. The claims brought forth by Soncy Partnership and Lubbock South do not assert a breach of the Release, further supporting the court's conclusion that the forum-selection clauses do not apply.

The court distinguishes the current case from the Lisa Laser case, where the plaintiff sought to enforce a contract while avoiding its terms, emphasizing that Ruby Tequila's is asserting the Release's terms as a defense, not the plaintiffs. The Laibe Corp. case is also deemed irrelevant as it involved a straightforward equipment sale and did not address the applicability of a forum-selection clause but rather the burden of proof on a party resisting such a clause. The court concludes that the trial court's denial of Ruby Tequila's motion to dismiss is justified since the underlying suit to enforce leases does not fall within the forum-selection clauses of the relevant agreements. Consequently, the court finds no clear abuse of discretion in denying the motion, and Ruby Tequila's petition for writ of mandamus is denied.