In re Copart, Inc.

• Decision Date: 24 October 2018
• Docket Number: No. 08-18-00034-CV,08-18-00034-CV
• Parties: IN RE: COPART, INC., Copart of Houston, Inc., and Houston Copart Salvage Auto Auctions, L.P., Relators.
• Court: Texas Court of Appeals

563 S.W.3d 427

IN RE: COPART, INC., Copart of Houston, Inc., and Houston Copart Salvage Auto Auctions, L.P., Relators.

No. 08-18-00034-CV

Court of Appeals of Texas, El Paso.

October 24, 2018

ATTORNEYS FOR REAL PARTY IN INTEREST: Hon. John P. Mobbs, Attorney at Law, 7170 Westwind Dr., Ste. 201, El Paso, TX 79912, Hon. George P. Andritsos, Attorney at Law, 3116 Montana Ave., El Paso, TX 79903.

ATTORNEY FOR RELATOR: Hon. Michael P. Royal, Littler Mendelson P.C., 2001 Ross Ave., Ste. 1500, Dallas, TX 75201-2931.

RESPONDENT: Honorable Luis Aguilar, Judge, 243rd District Court, 500 E. San Antonio, El Paso, TX 79901.

Before McClure, C.J., Rodriguez, and Palafox, JJ.

OPINION

YVONNE T. RODRIGUEZ, Justice

Relators, Copart, Inc., Copart of Houston, Inc., and Houston Copart Salvage Auto Auctions, L.P. (referred to collectively as Copart) have filed a mandamus petition against the Honorable Luis Aguilar, Judge of the 243rd District Court of El Paso County, Texas, to challenge the trial court’s order permitting the real party in interest, Maria Ordaz, to engage in pre-arbitration discovery. We conditionally grant mandamus relief.

FACTUAL SUMMARY

The real party in interest, Maria Ordaz, filed suit against Copart alleging employment discrimination and retaliation causes of action under the Texas Labor Code.¹ Copart’s counsel emailed a motion to compel arbitration to counsel for Ordaz prior to filing the motion. The motion was supported by the affidavit of Kallie Sirles, a Human Resource Generalist at Copart, Inc. Attached to Sirles' affidavit are several exhibits, including the arbitration agreement electronically signed by Ordaz. Sirles' affidavit addressed the existence of its arbitration agreement, the receipt of the arbitration agreement by Ordaz, Ordaz’s acknowledgement and signature of the arbitration agreement, and that the records attached to her affidavit are business records kept in the ordinary course of business.

After receiving the motion to compel arbitration, Ordaz’s counsel called opposing counsel and unsuccessfully attempted to confer regarding dates for the deposition of Sirles. Copart’s counsel unsuccessfully attempt to obtain opposing counsel’s agreement to submit a joint motion to compel arbitration. Ordaz subsequently noticed Sirles for deposition. Copart filed its motion to compel arbitration and a motion to quash the deposition notice. Ordaz responded by filing a motion to compel discovery in which she sought pre-arbitration discovery pursuant to Section 171.086(a) of the Civil Practice and Remedies Code. Following a hearing, the trial court granted Ordaz’s motion to compel discovery and denied Copart’s motion to quash the deposition notice.

PRE-ARBITRATION DISCOVERY

In Issue One, Copart argues that the trial court clearly abused its discretion by granting Ordaz’s motion to compel discovery and denying Copart’s motion to quash the deposition notice for Kallie Sirles. Ordaz did not file a response to the motion to compel arbitration, but she argued in her motion to compel discovery that she is entitled to pre-arbitration discovery under Section 171.086(a) of the Civil Practice and Remedies Code.

Standard of Review

To be entitled to mandamus relief, a relator must generally meet two requirements. First, the relator must show that the trial court clearly abused its discretion. In re Prudential Insurance Company of America , 148 S.W.3d 124, 135 (Tex. 2004). A trial court abuses its discretion when it acts arbitrarily, capriciously, and without reference to guiding principles. In re Green , 527 S.W.3d 277, 279 (Tex.App.--El Paso December 2, 2016, orig. proceeding) ; In re Mid-Century Insurance Company of Texas , 426 S.W.3d 169, 178 (Tex.App.--Houston [1st Dist.] 2012, orig. proceeding). Mandamus relief is appropriate when a trial court improperly orders pre-arbitration discovery. See In re Houston Pipe Line Co. , 311 S.W.3d 449, 451 (Tex. 2009) ; In re VNA, Inc. , 403 S.W.3d 483, 488 (Tex.App.--El Paso 2013, orig. proceeding) ; In re ReadyOne Industries, Inc. , 400 S.W.3d 164, 168-69 (Tex.App.--El Paso 2013, orig. proceeding) ; In re ReadyOne Industries, Inc. , 394 S.W.3d 680, 685-86 and 688 (Tex.App.--El Paso 2012, orig. proceeding) ; In re ReadyOne Industries, Inc. , 420 S.W.3d 179, 186-87 (Tex.App.--El Paso 2012, orig. proceeding).

Relevant Law and Analysis

Texas law encourages parties to resolve disputes through arbitration. See G.T. Leach Builders, LLC v. Sapphire V.P., LP , 458 S.W.3d 502, 508 (Tex. 2015) ; TEX.CIV.PRAC. & REM. CODE ANN. §§ 154.002, 154.027. To that end, Section 171.021 of the Civil Practice and Remedies Code mandates a trial court to order the parties to arbitrate on the application of a party showing an agreement to arbitrate and the opposing party’s refusal to arbitrate. TEX.CIV.PRAC. & REM.CODE ANN. § 171.021(a) (West 2011). Motions to compel arbitration are ordinarily decided in summary proceedings "on the basis of affidavits, pleadings, discovery, and stipulations." Kmart Stores of Texas L.L.C. v. Ramirez , 510 S.W.3d 559, 565 (Tex.App.--El Paso 2016, pet. denied), quoting Jack B. Anglin Co., Inc. v. Tipps , 842 S.W.2d 266, 269 (Tex. 1992). A summary motion to compel arbitration is essentially a motion for partial summary judgment, subject to the same evidentiary standards. In re Jebbia , 26 S.W.3d 753, 756-57 (Tex.App.--Houston [14th Dist.] 2000, orig. proceeding) ; see Jack B. Anglin , 842 S.W.2d at 269 ; Kmart Stores of Texas , 510 S.W.3d at 565. A party seeking to compel arbitration must establish the existence of an arbitration agreement and show that the claims raised fall within the scope of the agreement. In re Oakwood Mobile Homes, Inc. , 987 S.W.2d 571, 573 (Tex. 1999) (orig. proceeding). If the movant has proven there is an arbitration agreement as a matter of law, the trial court must compel arbitration. In re Jebbia , 26 S.W.3d at 757.

If a party opposing the motion to compel arbitration denies the existence of the agreement, the court is required to summarily determine that issue. TEX.CIV.PRAC. & REM.CODE ANN. § 171.021(b). The non-movant can resist summary arbitration by raising an issue of material fact regarding the existence of the agreement or whether the claims fall within the scope of the agreement. In re Jebbia , 26 S.W.3d at 757. Additionally, the non-movant can resist summary arbitration by presenting some evidence supporting every element of a defensive claim that there is no enforceable agreement to arbitrate. In re Jebbia , 26 S.W.3d at 757. If the non-movant raises an issue of fact, then the trial court must forego summary disposition and conduct an evidentiary hearing sometimes referred to as a " Tipps hearing." See Kmart Stores of Texas , 510 S.W.3d at 565. Conversely, if the movant carries its burden and the non-movant does not raise a material issue of fact, the trial court is required to compel arbitration. In re Jebbia , 26 S.W.3d at 757.

Ordaz did not file a response to the motion to compel arbitration contesting the existence of the arbitration agreement or raising a defense to its enforcement. In her motion to compel discovery, Ordaz made the following statement: "Plaintiff denies any enforceable arbitration agreement." She did not, however, offer any evidence in support of the statement. Consequently, she has not established that she is entitled to an evidentiary Tipps hearing on the existence or enforceability of the arbitration agreement.

Citing Section 171.086(a)(4) and (6) of the Civil Practice and Remedies Code, Ordaz contends that the trial court has discretion to order pre-arbitration discovery. The statute provides as follows:

Before arbitration proceedings begin, in support of arbitration a party may file an application for a court order, including an order to:

...

(4) obtain from the court in its discretion an order for a deposition for discovery, perpetuation of testimony, or evidence needed before the arbitration proceedings begin;

...

(6) obtain other relief, which the court can grant in its discretion, needed to permit the arbitration to be conducted in an orderly manner and to prevent improper interference or delay of the arbitration.

TEX.CIV.PRAC. & REM.CODE ANN. § 171.086(a)(4), (6).

The Supreme Court has held that the statute expressly authorizes pre-arbitration discovery when a trial court cannot fairly and properly make its decision on the motion to compel arbitration because it lacks sufficient information regarding the scope of an arbitration provision or other issues of arbitrability. In re Houston Pipe Line Co. , 311 S.W.3d 449, 451 (Tex. 2009) (citing TEX.CIV.PRAC. & REM.CODE ANN. §§ 171.023(b), 171.086(a)(4),(6) ). This is not, however, an authorization to order discovery as to the merits of the underlying controversy. In re Houston Pipe Line , 311 S.W.3d at 451. Motions to compel arbitration and any reasonably needed discovery must be resolved without delay. Id. ; Tipps , 842 S.W.2d at 269.

In HoustonPipe Line , the relator signed an agreement to purchase gas from O'Connor & Hewitt, Ltd., based on a specific price index. In re Houston Pipe Line , 311 S.W.3d at 450. The contract included an arbitration provision. O'Connor later sued several defendants, including Houston Pipe Line, alleging they had manipulated the index downward. Id. As a signatory to the contract, Houston Pipe Line sought to enforce the arbitration provision. Id. Other defendants who were not parties to the agreement sought to compel arbitration based on a direct benefits equitable estoppel theory. Id. O'Connor resisted arbitration by attacking the scope of the arbitration provision and arguing it would be impossible to identify all potential defendants and to complete damages calculations within the sixty day period specified by the arbitration provision for discovery. Id. Rather than rule on the motion to compel arbitration, the trial court ordered discovery to assist it in ruling on the motion to compel arbitration. Id. More specifically, the trial court...