IN RE AUTONATION, INC. AND AUTO M. IMPORTS NORTH, LTD. D/B/A MERCEDES-BENZ OF HOUSTON-NORTH (Majority)

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State: Texas

Court: Supreme Court

Docket No: 05-0311

Case Date: 06/29/2007

Judge: Harriet O Neill

Preview:IN RE AUTONATION, INC. AND AUTO M.
IMPORTS NORTH, LTD. D/B/A MERCEDES-BENZ
OF HOUSTON-NORTH (Majority)
MAJORITY | CONCURRING
IN THE SUPREME COURT OF TEXAS
No. 05-0311
In re AutoNation, Inc. And Auto M. Imports North, Ltd., d/b/a Mercedes-Benz of Houston-North, Relators
On Petition for Writ of Mandamus
Argued October 19, 2006
Justice O Neill, concurring.
I agree that forum-selection clauses are presumed valid and enforceable unless the opposing party can 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. See In re AIU Ins. Co., 148 S.W.3d 109, 111-12 (Tex. 2004) (citing
M/S Bremen v. Zapata Off-Shore Co., 407 U.S. 1, 13-15 (1972)); In re Prudential Ins. Co. of Am., 148 S.W. 3d 124,
134-35 (Tex. 2004). As Hatfield raises only the public-policy exception, we are not confronted with potentially serious
fundamental-fairness concerns that might arise should the forum selected be chosen by unfair means or prove
inaccessible. See, e.g., Stobaugh v. Norwegian Cruise Line Ltd., 5 S.W.3d 232, 234-36 (Tex. App. Houston [14th
Dist.] 1999, pet. denied). Hatfield s sole contention is that the strong public-policy concerns we articulated in DeSantis
will be undermined if the parties forum-selection clause is enforced and the suit to enforce the covenant not to compete
proceeds in Florida. DeSantis v. Wackenhut Corp., 793 S.W.2d 670, 680 (Tex. 1990) ( [T]he law governing
enforcement of noncompetition agreements is fundamental policy in Texas, and [] to apply the law of another state to
determine the enforceability of such an agreement in the circumstances of a case like this would be contrary to that
policy. ).
I agree with Hatfield that deciding which noncompete agreements constitute reasonable restraints of trade on
employees in this state is a matter of fundamental Texas public policy. See id. What is not apparent, however, is that
enforcement of the forum-selection clause in this case will result in application of the contractual forum s law in a
manner that will undermine Texas public policy. See Tex. Bus. & Com. Code 15.50-15.52 (Covenants Not to Compete
Act); Alex Sheshunoff Mgmt. Servs., L.P. v. Johnson, 209 S.W.3d 644 (Tex. 2006). Had there been a clear showing to
this effect, I might agree with the court of appeals analysis, or at least would consider the trial court justified had it
decided to abate the Texas declaratory judgment action pending the Florida court s decision. But a mere indication that
the Florida court intends to apply Florida law does not, without more, justify a Texas court s interference with the
parties chosen forum. For this reason, I concur in the Court s judgment.
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Harriet O Neill
Justice
OPINION DELIVERED: June 29, 2007
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