law-contract-formation | existence of a valid binding contract | meeting of the minds | elements of contract
CONTRACT FORMATION GENERALLY | AGREEMENT TO ARBITRATE
Vanegas v. American Energy Servcies (pdf), No. 07-0520 (Tex. Dec. 18, 2009) (Green)(unilateral contract,
contract formation and validity, enforceability)(illusory promise at the time it was made, promise became
enforceable upon performance)
ED VANEGAS, JIMMY D. HALMAN, SAM ARMSTRONG, ALEX CARBAJAL, ROGER FARRINGTON, CURTIS
HUFF, AND TITO BETANCUR v. AMERICAN ENERGY SERVICES, NIEWOEHNER PARTNERSHIP, L.P.,
RCH/HSJ/CCM/MCPI, L.P., AUTRY STEPHENS, JOHN CARNETT, BRACK BLACKWOOD, AND DENNIE
MARTIN; from Midland County; 11th district (11-06-00118-CV, 224 SW3d 544, 05-10-07)
The Court reverses the court of appeals' judgment and remands the case to the trial court.
Justice Green delivered the opinion of the Court. [pdf]
SIGNATURE NOT NECESSARILY REQUIRED TO FORM VALID ARB AGREEMENT
The FAA contains no requirements for the form or specificity of arbitration agreements except that they be in
writing; it does not even require that they be signed. See 9 U.S.C. § 2; Seawright v. Am. Gen. Fin. Servs., Inc.,
507 F.3d 967,978 (6th Cir. 2007) (citing cases from the 2nd, 5th, 7th, and 10th Circuits). But in this case the
defendant’s affidavit establishes that the Acknowledgment was signed “For the Company” by an
assistant manager at the Macy’s store where Tomsic worked. In Re Macy's Texas, Inc., No. 08-0584 (Tex. Jun.
26, 2009)(per curiam)(arbitration under FAA compelled by mandamus in dispute over injuries sustained at the
work place)(correct identification of employer was an issue, but did not defeat duty to arbitrate)(employee must
arbitrate on-the-job injuries claim against company)
IN RE MACY'S TEXAS, INC.; from Bexar County; 4th district (04-08-00469-CV, ___ SW3d ___, [per curiam
opinion of the San Antonio Court of Appeals denying mandamus relief] 07-23-08)
stay order issued October 10, 2008, lifted
Pursuant to Texas Rule of Appellate Procedure 52.8(c), without hearing oral argument, the Court conditionally
grants the petition for writ of mandamus.
Per Curiam Opinion [pdf]
PARTY SIGNING IS PRESUMED TO HAVE READ THE CONTRACT
A party who signs an agreement is presumed to know its contents. In re Bank One, N.A., 216 S.W.3d 825, 826
(Tex. 2007). That includes documents specifically incorporated by reference. See id. Based on the foregoing,
we agree that the affidavit is no evidence that the forum-selection clause in the Restructuring Agreement was
secured by misrepresentation or fraud. In re Lyon Financial Services, Inc., No. 07-0486, 257 S.W.3d 228 (Tex.
June 20, 2008)(per curiam) (orig. proc.) (mandamus, forum selection clause, motion to dismiss improperly
denied)
parties to a contract have an obligation to protect themselves by reading what they sign and, absent a showing
of fraud, cannot excuse themselves from the consequences of failing to meet that obligation. In re Prudential,
148 S.W.3d at 134. Hernandez’s statements do not evidence overreaching or trickery by Lyon. They show a
transaction where Lyon offered to do business on a specified basis and MNI accepted.