Rodeo Resources, Inc., Rodeo Resources GP, LLC, Rodeo Resources, LP, Rodeo Development Ltd, Jim Ford, and Melinda Ford v. RSM Production Corporation

Opinion issued January 8, 2026

In The

Court of Appeals
For The

First District of Texas
————————————
NO. 01-24-00119-CV
———————————
RODEO RESOURCES, INC., RODEO RESOURCES GP, LLC, RODEO
RESOURCES, LP, RODEO DEVELOPMENT LTD, JIM FORD, AND
MELINDA FORD, Appellants
V.
RSM PRODUCTION CORPORATION, Appellee

On Appeal from the 190th District Court
Harris County, Texas
Trial Court Case No. 2023-43695

MEMORANDUM OPINION

Generally, arbitration agreements bind only the parties at issue. But Texas law

says that “sometimes a person who is not a party to the agreement can compel

arbitration with one who is.” Lennar Homes of Tex. Land & Constr., Ltd. v. Whiteley,
672 S.W.3d 367, 376 (Tex. 2023) (quoting Meyer v. WMCO-GP, LLC, 211 S.W.3d

302, 305 (Tex. 2006)). Texas courts have recognized six scenarios in which

arbitration with non-signatories may be required: (1) incorporation by reference; (2)

assumption; (3) agency; (4) alter ego; (5) equitable estoppel; and (6) third-party

beneficiary. Jody James Farms, JV v. Altman Grp., Inc., 547 S.W.3d 624, 633 (Tex.

2018). This case concerns the fifth, direct-benefits equitable estoppel.

Under direct-benefits estoppel, a litigant who seeks by his claim to derive a

direct benefit from a contract containing an arbitration provision may be equitably

estopped from refusing arbitration. For the doctrine to apply, the claim must depend

on the existence of the contract and be unable to stand without the contract. In short,

this doctrine says that non-signatories may compel arbitration of claims if liability

for those claims arises from a contract with an arbitration clause (but not if liability

arises from general obligations imposed by law). Lennar Homes, 672 S.W.3d at 377.

That doctrine decides this appeal.

RSM Production Corporation sued the Rodeo defendants1 for money had and

received, and the Rodeo defendants unsuccessfully moved to compel arbitration. On

appeal, the Rodeo defendants contend the trial court erred in denying their motion.

They argue that RSM seeks—through its money had and received claim—to derive

1
We refer to the appellants, Rodeo Resources, Inc., Rodeo Resources GP, LLC,
Rodeo Resources, LP, Rodeo Development Ltd., Jim Ford, and Melinda Ford,
collectively as the Rodeo defendants unless noted otherwise.
2
a direct benefit from contracts that require arbitration. So, the Rodeo defendants

argue, the doctrine of direct-benefits estoppel requires that RSM’s claim be

arbitrated.

We agree. In its claim, RSM argues that the Rodeo defendants “had and

received” money that, under contracts with broad arbitration clauses (and not under

any other legal doctrine), is theirs. Specifically, RSM alleges that the Rodeo

defendants improperly received (from the party RSM contracted with) “at least $1.04

million in payments” out of a “joint account[]” created by those RSM contracts. The

contracts at issue established the account from which the alleged improper payment

to the Rodeo defendants was made. Those agreements govern the account, set

procedures for its operation, and prohibit the alleged commingling that led to the

“money” RSM claims was “had and received” by the Rodeo defendants. And both

RSM’s ownership of the money and any amount allegedly belonging to RSM can be

determined only by reference to those contracts.

RSM’s claim depends upon the existence of those contracts and is unable to

stand independently without them. Therefore, direct-benefits estoppel applies.

Moreover, RSM’s claim falls within the scope of the applicable broad

arbitration agreements. Accordingly, we reverse and remand this case to arbitration.

3
BACKGROUND

A. In 2005, RSM entered into the Agreements at issue.

The background of this case begins in 2001, when the Republic of Cameroon

granted plaintiff RSM an exclusive permit to explore, develop, and produce oil and

natural gas in the Logbaba Block area of the country.

In December 2005, RSM entered into two contracts with Gaz du Cameroun

S.A. f/k/a Logbaba Development Ltd. regarding its interest in the Logbaba Block

project: (1) a Farmin Agreement and (2) an Operating Agreement.2 Those are the

agreements at issue in this appeal.

The Farmin Agreement

Under the Farmin Agreement, RSM transferred 60% of its participating

interest in the Logbaba Block project to Gaz (Logbaba), in exchange for Gaz

performing certain work obligations related to drilling the first wells. RSM retained

its undivided 40% participating interest in the project.

The Farmin Agreement includes the following broad arbitration provision:

2
The record shows, and the parties do not dispute, that Gaz du Cameroun S.A.
succeeded Logbaba Development Ltd. and assumed the agreements Logbaba
entered into during this period.
4
As the text says, “[a]ny and all claims, demands, . . . and other matters in question

arising out of or relating to this Agreement . . . shall be resolved by” arbitration.

The Farmin Agreement stated that RSM and Gaz (Logbaba) entered an

Operating Agreement “in order to define their respective rights and obligations.”

The Operating Agreement

The Operating Agreement, in turn, directed Gaz (as the Operator) to establish

and manage a joint account for RSM and Gaz through which the project’s revenues

and expenditures would be administered in accordance with the parties’ participating

interests (as assigned in the Farmin Agreement). Gaz, as the Operator, was to

maintain the joint account “in accordance with generally accepted accounting

practices used in the international petroleum industry and any applicable statutory

obligations of the Republic of Cameroon.”

5
At issue here, the Operating Agreement prohibited Gaz from commingling its

own funds with funds for or from the joint account:

And echoing the Farmin Agreement, the Operating Agreement includes the

following arbitration provision:

This broad text states that the parties intend the arbitration agreement to “encompass

all possible disputes.”

B. Gaz also entered agreements with a Rodeo defendant.

On the same date as executing the Farmin and Operating Agreements (in

December 2005), Gaz entered into two agreements—a Reserve Bonus Payment

Agreement and a Contingent Payment Agreement—with defendant Rodeo

Resources, LP.3 In both agreements, Gaz agreed to pay Rodeo LP a royalty on the

3
Defendant Rodeo Resources, Inc. signed the original agreements, but in 2011 it
assigned all of its interests in the Reserve Bonus Payment Agreement and the
6
oil and gas produced from the project and a reserve bonus on barrels of oil identified

in the project area.

C. Disputes arose between the parties.

In the years that followed, disputes between the parties arose and were

resolved through arbitration. For instance, in 2015, RSM sued Rodeo LP for multiple

claims arising out of the Logbaba Block project.4 In that litigation, RSM was

compelled by the trial court to arbitrate its claims with Rodeo LP. The arbitration

tribunal ruled in favor of Rodeo LP, and the trial court confirmed the arbitration

award ordering RSM to pay Rodeo LP.

Also in 2015, Rodeo LP arbitrated against Gaz in a dispute over underpaid

royalties under the parties’ Contingent Payment Agreement. In August 2016, Gaz

and Rodeo LP entered into a Settlement Agreement (the “2016 Settlement

Agreement”), under which Gaz agreed to pay Rodeo LP an undisclosed sum. Gaz

and Rodeo LP further agreed to terminate the Reserve Bonus Payment and

Contingent Payment Agreements. The 2016 Settlement Agreement contains the

following arbitration provision:

Contingent Payment Agreement to defendant Rodeo Resources, LP, which we refer
to as Rodeo LP.
4
The lawsuit, filed November 18, 2015, was captioned Jack J. Grynberg and RSM
Production Corporation v. Rodeo Resources, L.P. and Jim Ford, Cause No.
2015-69097, in the 11th District Court, Harris County, Texas.
7
The record reflects other arbitration proceedings as well.5

D. In this case, RSM filed a lawsuit against the Rodeo defendants asserting
a single common-law claim for money had and received.

In the underlying lawsuit, RSM asserted against the Rodeo defendants a single

common-law claim for money had and received. In its live pleading, RSM alleged

that the Rodeo defendants improperly received from Gaz “at least $1.04 million in

payments between June 2020 and March 2023 out of the Logbaba Project’s joint

account[].” RSM further alleged that Gaz commingled bank accounts and

improperly paid the Rodeo defendants this money from the joint account to satisfy

its individual debt under the 2016 Settlement Agreement. RSM thus asserted that the

Rodeo defendants hold money that—under the Agreements discussed above—

belongs to RSM.

5
The record reflects that in 2018, RSM initiated arbitration proceedings against Gaz
under the Farmin and Operating Agreements, where the arbitration tribunal issued
a partial final award in favor of RSM. The record also reflects that in 2010, RSM
initiated arbitration proceedings against Gaz’s predecessor and Gaz’s parent
company, but it is unclear from the record what the outcome of that arbitration was.
8
E. The Rodeo defendants sought to compel arbitration under the
direct-benefits estoppel theory; the trial court denied that motion.

The Rodeo defendants filed a Motion to Dismiss or, in the Alternative, a

Motion to Compel Arbitration. They took the position that, even as non-signatories

to the Farmin and Operating Agreements, they could compel RSM to arbitrate

RSM’s money had and received claim under a direct-benefits estoppel theory. They

argued that RSM’s claim depended upon the above-described agreements, which in

turn provided for arbitration.

The trial court denied the Rodeo defendants’ motion without providing a basis

for its ruling. The Rodeo defendants then filed this appeal.

DISCUSSION

We initially address our appellate jurisdiction to hear this appeal. We next

turn to the merits, and we conclude that RSM is required to arbitrate its claim under

the doctrine of direct-benefits estoppel.

A. Jurisdiction

RSM argues that we lack jurisdiction to hear this appeal of the denial of the

Rodeo defendants’ motion to compel arbitration. Not so.

When, as here, the arbitration provisions at issue do not specify whether the

Federal Arbitration Act (FAA) or the Texas Arbitration Act (TAA) applies, and the

contracts state they are governed by Texas law without excluding the application of

9
federal law, both the FAA and TAA apply.6 See In re Olshan Found. Repair Co.,

328 S.W.3d 883, 890 (Tex. 2010).

The FAA and TAA permit an interlocutory appeal from an order denying a

motion to compel arbitration. See Ellis v. Schlimmer, 337 S.W.3d 860, 862 (Tex.

2011). Start with the FAA. Texas Civil Practice and Remedies Code section 51.016,

which authorizes appeals in matters subject to the FAA, provides that a party may

appeal an interlocutory order “under the same circumstances that an appeal from a

federal district court’s order or decision would be permitted” by the FAA. TEX. CIV.

PRAC. & REM. CODE § 51.016; see Bonsmara Nat. Beef Co. v. Hart of Tex. Cattle

Feeders, LLC, 603 S.W.3d 385, 390 (Tex. 2020). Under the FAA, in turn, a party

may immediately appeal an order denying a motion to compel arbitration. See 9

U.S.C. § 16(a)(1); Bonsmara, 603 S.W.3d at 390.

So too with the TAA. See TEX. CIV. PRAC. & REM. CODE § 171.098(a)(1) (“A

party may appeal a judgment or decree entered under this chapter or an order . . .

denying an application to compel arbitration.”); Bonsmara, 603 S.W.3d at 390 n.4.

Our precedent instructs that the substance and function of the trial court’s

order controls this inquiry. Taylor Morrison of Tex., Inc. v. Skufca, 650 S.W.3d 660,

673 (Tex. App.—Houston [1st Dist.] 2021, no pet.). Indeed, an “order which

6
In the event of a conflict, the FAA preempts the TAA, but no party raises a conflict
here. See In re D. Wilson Constr. Co., 196 S.W.3d 774, 778–80 (Tex. 2006).
10
functions to deny a party’s motion to compel arbitration when viewed in the context

of the record will qualify for interlocutory appeal.” Id.

Applying these principles, the order here qualifies for interlocutory review.

The Rodeo defendants moved to compel arbitration in the trial court. The trial court

denied the motion. That suffices. The trial court’s order functioned to deny the

Rodeo defendants’ motion to compel arbitration. See id. at 675–76 (trial court’s

order functioned to deny defendant’s motion to compel arbitration, thus providing

court with jurisdiction over interlocutory appeal). We thus have jurisdiction over the

Rodeo defendants’ interlocutory appeal. See 9 U.S.C. § 16(a)(1); TEX. CIV. PRAC. &

REM. CODE §§ 51.016, 171.098(a)(1).

Despite this, RSM argues that, as non-signatories to the Farmin and Operating

Agreements, the Rodeo defendants cannot establish interlocutory appellate

jurisdiction. We disagree. In fact, the United States Supreme Court rejected a similar

argument in Arthur Andersen LLP v. Carlisle, 556 U.S. 624 (2009). There, like here,

non-signatories to a contract sought to use “equitable estoppel” to invoke the

contract’s arbitration clause and compel the plaintiff to arbitrate claims against them.

Id. at 626–27. The Supreme Court explained that, by Section 16’s “clear and

unambiguous terms, any litigant who [filed an eligible motion under the FAA] is

entitled to an immediate appeal from denial of that motion—regardless of whether

the litigant is in fact eligible.” Id. at 627. The “underlying merits [are] irrelevant,”

11
and jurisdiction over the appeal “must be determined by focusing upon the category

of order appealed from, rather than upon the strength of the grounds for reversing

the order.” Id. at 628 (cleaned up). In short, whether a non-signatory employing the

theory of equitable estoppel is ultimately entitled to compel arbitration is a merits

question—not one that deprives the court of jurisdiction. See id. at 628–29, 631.

That reasoning applies here. The Rodeo defendants appeal from an order

denying their motion to compel arbitration. That establishes our jurisdiction. See id.

at 627–29. “[W]hether [the Rodeo defendants are] in fact eligible” to compel

arbitration under an equitable estoppel theory is a merits question—not a

jurisdictional one. See id.

Federal courts have repeatedly applied this principle. See, e.g., Al Rushaid v.

Nat’l Oilwell Varco, Inc., 814 F.3d 300, 303 (5th Cir. 2016) (“We may review orders

denying the compulsion of arbitration and, therefore, undisputedly have jurisdiction

over the appeal as it pertains to the Nonsignatory Defendants.”); Ross v. Am. Express

Co., 547 F.3d 137, 140, 141 & n.2 (2d Cir. 2008) (similar).

Texas law is in accord. See Bonsmara, 603 S.W.3d at 389–92, 400–01 (in

context of appeal from final judgment, appellate court had jurisdiction to consider

trial court’s denial of defendants’ (both signatory and non-signatory) motion to

compel arbitration); G.T. Leach Builders, LLC v. Sapphire V.P., LP, 458 S.W.3d

502, 510, 527–30 (Tex. 2015) (reviewing merits of non-signatories’ interlocutory

12
appeal from denial of motion to compel arbitration based on equitable estoppel

theory); Meyer v. WMCO-GP, LLC, 211 S.W.3d 302, 304–05 (Tex. 2006) (similar);

see also Clayton v. Tomlinson, No. 09-24-00020-CV, 2025 WL 339166, at *1 (Tex.

App.—Beaumont Jan. 30, 2025, no pet.) (finding interlocutory jurisdiction over

appeal filed by non-signatories challenging denial of motion to compel arbitration).7

We have jurisdiction over the Rodeo defendants’ interlocutory appeal. See 9

U.S.C. § 16(a)(1); TEX. CIV. PRAC. & REM. CODE §§ 51.016, 171.098(a)(1).

B. Motion to Compel Arbitration

Having determined that we have jurisdiction, we turn to the merits of the

Rodeo defendants’ motion to compel RSM to arbitration.

1. Standard of review and applicable law

Texas favors arbitration. In re Whataburger Rests. LLC, 645 S.W.3d 188, 198

(Tex. 2022). A party seeking to compel arbitration must establish that “(1) there is a

7
RSM relies on Natgasoline LLC v. Refractory Construction Services, Co. LLC to
argue that we lack jurisdiction. 566 S.W.3d 871 (Tex. App.—Houston [14th Dist.]
2018, pet. denied). But Natgasoline is distinct. There, an energy company (a
non-signatory defendant) sought to compel two other parties—a general contractor
and subcontractor—to arbitrate against each other under their arbitration
agreement, without involving the energy company in the arbitration. Id. at 876–78.
The trial court denied the motion, and the energy company appealed. See id. The
Fourteenth Court explained that it did not have jurisdiction over the energy
company’s appeal because it “does not seek to invoke its own asserted right to
participate in arbitration—rather, it seeks only to compel arbitration between two
other parties under contracts it did not sign.” Id. at 882 (emphasis in original).
Unlike Natgasoline, the Rodeo defendants appeal from an order denying their
motion to compel arbitration based on their own asserted right to arbitrate. See id.;
see also Carlisle, 556 U.S. at 627–29.
13
valid arbitration clause, and (2) the claims in dispute fall within that agreement’s

scope.” Cerna ex rel. R.W. v. Pearland Urban Air, LLC, 714 S.W.3d 585, 588 (Tex.

2025) (quoting In re Rubiola, 334 S.W.3d 220, 223 (Tex. 2011)). When reviewing

the denial of a motion to compel arbitration, we defer to the trial court on factual

determinations supported by the evidence and review legal determinations de novo.

Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018). Gateway matters such as

whether a valid arbitration agreement exists and whether an arbitration agreement

can be enforced by a non-signatory are questions of law reviewed de novo. See

Lennar Homes, 672 S.W.3d at 376.

“Arbitration is a creature of contract between consenting parties,” and

generally, “[a] party cannot be forced to arbitrate absent a binding agreement to do

so.” Jody Farms, 547 S.W.3d at 629, 632. But the Texas Supreme Court has

concluded that, “sometimes a person who is not a party to the agreement can compel

arbitration with one who is, and vice versa.” Lennar Homes, 672 S.W.3d at 376

(quoting Meyer, 211 S.W.3d at 305). As explained, Texas courts have identified “six

scenarios in which arbitration with non-signatories may be required: (1)

incorporation by reference, (2) assumption, (3) agency, (4) alter ego, (5) equitable

estoppel, and (6) third-party beneficiary.” Jody Farms, 547 S.W.3d at 633; accord

Lennar Homes at 376. This case concerns the fifth.

14
2. RSM is required to arbitrate its claim.

RSM is required to arbitrate its claim. We thus reverse.

a. Direct-benefits estoppel applies.

Under direct-benefits estoppel, a litigant “who seeks by his claim to derive a

direct benefit from the contract containing the arbitration provision may be equitably

estopped from refusing arbitration.” Meyer, 211 S.W.3d at 305 (internal quotation

marks omitted). A non-signatory defendant may invoke the doctrine to estop a

signatory plaintiff from refusing arbitration, see id. at 305, 307–08, just as a

signatory defendant may invoke it to estop a non-signatory plaintiff from refusing

arbitration, see Lennar Homes, 672 S.W.3d at 372–73, 377–79.

As the Texas Supreme Court has explained, a litigant cannot “on the one hand,

seek to hold the non-signatory liable pursuant to duties imposed by [an] agreement,

which contains an arbitration provision, but, on the other hand, deny arbitration’s

applicability because the defendant is a non-signatory.” G.T. Leach Builders, 458

S.W.3d at 527 (quoting Meyer, 211 S.W.3d at 306). Thus, if a litigant seeks “direct

benefits” under a contract that contains an arbitration agreement, the claimant may

be compelled to arbitrate under that contract. Id.

To determine “[w]hether a claim seeks a direct benefit from a contract

containing an arbitration clause[,]” we examine the “substance of the claim,” and we

look past a party’s “artful pleading.” Id. (quoting In re Weekley Homes, L.P., 180

15
S.W.3d 127, 131–32 (Tex. 2005)). This standard is not met by a claim that merely

“refers to” or “relates to” the contract that contains the arbitration agreement. Id. at

528. Nor is the standard met by claims when liability arises solely from general

obligations imposed by law, including “statutes, torts and other common law duties.”

Id. at 528.

Instead, under this doctrine, “the claim must depend on the existence of the

contract and be unable to stand independently without the contract.” Id. at 527–28

(cleaned up and emphasis added). Direct-benefits estoppel applies when the “alleged

liability ‘arises solely from the contract or must be determined by reference to it.’”

Jody Farms, 547 S.W.3d at 637 (quoting Weekley Homes, 180 S.W.3d at 132).

“When a party’s right to recover and its damages depend on the agreement

containing the arbitration provision, the party is relying on the agreement for its

claims.” Meyer, 211 S.W.3d at 307; accord Steer Wealth Mgmt., LLC v. Denson,

537 S.W.3d 558, 568–69 (Tex. App.—Houston [1st Dist.] 2017, no pet.).

This doctrine applies here. RSM seeks, through its money had and received

claim, to derive a direct benefit from the Farmin and Operating Agreements, which

contain broad arbitration provisions that do not exclude RSM’s claim. See Meyer,

211 S.W.3d at 307–08; Lennar Homes, 672 S.W.3d at 377–79. Therefore, RSM is

required to arbitrate its claim.

16
This is evident from RSM’s amended petition. Under its sole claim, RSM

aims to prove that the Rodeo defendants possess money that, in equity and good

conscience, belongs to RSM. See Senior Care Living VI, LLC v. Preston Hollow

Cap., LLC, 695 S.W.3d 778, 816–17 (Tex. App.—Houston [1st Dist.] 2024, pet.

denied); Ferrara v. Nutt, 555 S.W.3d 227, 244 (Tex. App.—Houston [1st Dist.]

2018, no pet.).

But this claim depends entirely on—and could not exist without—the

Agreements at issue:

• RSM alleges that the Rodeo defendants improperly received from Gaz
“at least $1.04 million in payments between June 2020 and March 2023
out of the Logbaba Project’s joint account[]”—an account created and
governed by the Operating Agreement and referenced by the Farmin
Agreement, and that would not exist absent those Agreements.

• RSM’s theory is that Gaz is commingling funds—a prohibited action
under the terms of the Agreements—and thereby improperly paying the
Rodeo defendants to satisfy its individual debt under the 2016
Settlement Agreement out of the joint account.

• RSM alleges that Gaz’s payments to the Rodeo defendants were
improper because “despite the terms of, inter alia, the Operating
Agreement and other binding settlement agreements between [Gaz] and
RSM, [Gaz] has used (and continues to use) a commingled set of bank
accounts for the Logbaba Project, in which [Gaz] holds its own funds
and RSM’s funds.”

• RSM thus asserts that the money held by Rodeo belongs to RSM.

As this shows, RSM’s claim is premised on the Agreements (which broadly

mandate arbitration). The Farmin and Operating Agreements established the joint

17
account at issue, without which there would be no claim. They govern the account,

set procedures for its operation, and prohibit the alleged commingling that led to the

“money” RSM claims was “had and received” by the Rodeo defendants. Those

Agreements establish RSM’s participating interest, which dictates the portion of

joint-account funds allocated to RSM and underpins RSM’s claim to the money here.

Moreover, RSM’s theory is that Gaz is paying them under the 2016 Settlement

Agreement. RSM’s claim depends entirely upon the existence of these Agreements.

Additionally, RSM’s claim requires it to establish that it is the owner of the

money held by the Rodeo defendants. See Ferrara, 555 S.W.3d at 244. But RSM

cannot do so without these Agreements. Both RSM’s claim to ownership of the

money and any amount allegedly belonging to RSM cannot stand independently of

and must be determined by reference to the Farmin and Operating Agreements. See

G.T. Leach Builders, 458 S.W.3d at 527–28; Jody Farms, 547 S.W.3d at 637; see

also Austin v. Duval, 735 S.W.2d 647, 648–49 (Tex. App.—Austin 1987, writ

denied) (plaintiff had no claim for money had and received because ownership rights

to money at issue were extinguished pursuant to express terms of contract between

parties).

RSM’s purported damages (the “$1.04 million” that RSM asserts belongs to

it) also depend upon the Farmin and Operating Agreements. See Meyer, 211 S.W.3d

at 307 (“When a party’s right to recover and its damages depend on the agreement

18
containing the arbitration provision, the party is relying on the agreement for its

claims.”); accord Steer Wealth, 537 S.W.3d at 568–69; see also Picone v. Cruciani,

No. 05-22-00841-CV, 2023 WL 8825055, at *5 (Tex. App.—Dallas Dec. 21, 2023,

no pet.) (applying direct-benefits estoppel because signatory-plaintiff’s damages

claim depended on the agreement with the arbitration provision). RSM provides no

other legal basis for why that money belongs to it.

“[RSM] is trying to have it both ways: it is asserting rights that it would not

have but for the [Farmin and Operating Agreements], but refusing to honor its

agreement to arbitrate disputes over those rights.” See Meyer, 211 S.W.3d at 308.

Under the circumstances, direct-benefits estoppel applies because RSM’s

money had and received claim—and the damages RSM seeks—depend upon the

existence of the Farmin, Operating, and 2016 Settlement Agreements; RSM’s claim

is unable to stand independently without those Agreements. See G.T. Leach

Builders, 458 S.W.3d at 527–28; Jody Farms, 547 S.W.3d at 637.

b. RSM’s claim falls within the scope of the arbitration clauses.

Having concluded that the direct-benefits estoppel theory applies—so RSM

cannot avoid arbitration on the basis that the Rodeo defendants are not parties to the

contracts—we turn to whether RSM’s claim falls within the scope of the arbitration

clauses at issue. See Rachal v. Reitz, 403 S.W.3d 840, 849–50 (Tex. 2013) (once

direct-benefits estoppel is established and the arbitration provision becomes

19
enforceable, the party seeking to compel arbitration must still show that the dispute

falls within the scope of the arbitration agreement). It does.

Once a valid arbitration agreement is established, a strong presumption arises

in favor of arbitration. Id. at 850; Ellis, 337 S.W.3d at 862. We interpret an

arbitration agreement according to its plain language, applying the terms as written.

Wagner v. Apache Corp., 627 S.W.3d 277, 285 (Tex. 2021). We resolve doubts as

to the agreement’s scope and other issues unrelated to validity in favor of arbitration.

See Ellis, 337 S.W.3d at 862.

When a plaintiff pursues a claim on a contract, and “the relied-upon arbitration

clause is broad enough to cover [the] claims, . . . then the plaintiff must pursue all

claims—tort and contract—in arbitration.” Lennar Homes, 672 S.W.3d at 377

(cleaned up); see, e.g., Taylor Morrison of Tex., Inc. v. Kohlmeyer, 672 S.W.3d 422,

426 (Tex. 2023) (non-signatory homeowners were required to arbitrate claims

against homebuilder under direct-benefits estoppel doctrine; homeowners’ claims

fell within the scope of arbitration agreement, which “broadly covers any claims or

disputes related to the agreement”).

Here, given the broad arbitration provisions in the Farmin, Operating, and

2016 Settlement Agreements, RSM’s claim falls within the scope of those clauses.

See Kohlmeyer, 672 S.W.3d at 426; Meyer, 211 S.W.3d at 306–07. The Farmin

Agreement requires that “[a]ny and all claims . . . arising out of or relating to this

20
Agreement” be resolved in arbitration. (emphasis added.) So too with the Operating

Agreement. It provides that “any dispute” shall be arbitrated. And it states that “this

is a broad form arbitration agreement designed to encompass all possible disputes.”

(Emphasis added.) Likewise, the 2016 Settlement Agreement mandates that “[a]ny

and all disputes between the parties arising out of or related to this Agreement” be

arbitrated.

As explained, RSM’s claim depends upon the existence of these Agreements

and falls within the “all possible disputes” language in the Operating Agreement. It

also “aris[es] out of or relat[es] to” the Farmin and 2016 Settlement Agreements.

Thus, under the Agreements’ plain terms, RSM’s claim falls within the scope of their

broad arbitration clauses. See Meyer, 211 S.W.3d at 306–08 (plaintiff was estopped

from refusing arbitration; clause requiring arbitration for disputes “involving the

construction or application of any of the terms, covenants, or conditions” was broad

enough and “easily include[d] [plaintiff’s] claims”); see also Kohlmeyer, 672

S.W.3d at 426 (plaintiffs’ claims fell within the scope of arbitration agreement,

which “broadly covers any claims or disputes related to the agreement”). Because

the doctrine of direct-benefits estoppel applies and RSM’s claim falls squarely

within the scope of the arbitration clauses at issue, we hold that the trial court erred

in denying the Rodeo defendants’ motion to compel arbitration. See Meyer, 211

S.W.3d at 307–08; Lennar Homes, 672 S.W.3d at 377–79.

21
CONCLUSION

The trial court erred in denying the Rodeo defendants’ motion to compel

arbitration. Accordingly, we reverse the trial court’s order, and we remand this case

to the trial court with instructions to render an order compelling RSM’s claim to

arbitration.

Jennifer Caughey
Justice

Panel consists of Justices Rivas-Molloy, Gunn, and Caughey.

22