Antonio Villeda and Antonio Villeda Law Group v. Rene Angel Hernandez and Noe Lauro Hernandez

NUMBER 13-25-00040-CV

COURT OF APPEALS

THIRTEENTH DISTRICT OF TEXAS

CORPUS CHRISTI – EDINBURG

ANTONIO VILLEDA AND
ANTONIO VILLEDA LAW GROUP, Appellants,

v.

RENE ANGEL HERNANDEZ
AND NOE LAURO HERNANDEZ, Appellees.

ON APPEAL FROM THE PROBATE COURT NO. 1
OF HIDALGO COUNTY, TEXAS

MEMORANDUM OPINION

Before Chief Justice Tijerina and Justices Cron and Fonseca
Memorandum Opinion by Chief Justice Tijerina

This is an appeal from the denial of a motion to compel arbitration based on an

arbitration clause contained in a will. Appellees Rene Angel Hernandez and Noe Lauro

Hernandez brought the underlying action against appellants Antonio Villeda and Antonio

Villeda Law Group, alleging legal malpractice and breach of fiduciary duty in relation to
Villeda’s representation of Noe as independent executor. By a single issue, appellants

argue that the trial court erred by denying their motion to compel arbitration. We affirm.

I. BACKGROUND

Benito and Angelita Hernandez were married, and Villeda prepared and drafted

their wills. In his will, Benito made specific bequests of real property to his four sons,

Rene, Noe, Ricardo, and Joel Hernandez. Specifically, Benito devised Lot 389 to Noe,

and Lot 390 to Rene, Ricardo, and Joel “in equal shares.” The will also stated that “if [Lot

390] is ever partitioned by the heirs, the portion going to [Rene] shall be the section that

borders along Lot 389.”

Benito passed away on April 11, 2020. Villeda filed an application to probate

Benito’s will, and Noe was appointed the independent executor in accordance with the

will. Villeda drafted and filed a special warranty deed on Noe’s behalf conveying the

estate’s property in accordance with the terms of the will. However, Villeda did not include

the partition language from the will in the special warranty deed. On January 16, 2023,

Rene obtained counsel and sent Villeda a letter demanding correction of the special

warranty deed to conform to the will’s terms. Villeda did not respond to this demand.

In February 2023, Rene filed a petition in intervention in the probate court seeking

to reform the special warranty deed, and he submitted a proposed new deed. Villeda

responded on behalf of Noe stating that Rene’s proposed corrected deed included

additional language beyond what was stated in the will.

In March 2023, Ricardo and Joel filed a petition in the district court seeking to

partition Lot 390 pursuant to the Uniform Partition of Heirs’ Property Act (the Act). The

district court did not partition the property pursuant to the Act but instead awarded Rene

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the eastern portion of Lot 390 in accordance with the terms of the will. Ricardo and Joel

appealed to this Court, and we affirmed. See Hernandez v. Hernandez, No. 13-23-00527-

CV, 2025 WL 2726534, at *1 (Tex. App.—Corpus Christi–Edinburg Sept. 25, 2025, no

pet. h.) (mem. op.).

In April 2023, Noe responded to Rene’s request for discovery, and he sent his

discovery responses to Villeda. According to Noe, Villeda changed Noe’s responses

without communication or Noe’s approval, so Noe terminated the attorney-client

relationship with Villeda.

In December 2023, Noe filed suit against Villeda alleging negligence and breach

of fiduciary duty. Noe accused Villeda of negligently drafting the special warranty deed,

failing to communicate Rene’s offer to Noe to correct the special warranty deed, failing to

take corrective action to correct the special warranty deed after Noe requested that he do

so, and changing Noe’s responses to Rene’s discovery request without discussing the

same with Noe or obtaining Noe’s approval. In January 2025, Rene filed similar

allegations against Villeda. Villeda filed a motion to compel arbitration of these claims, or,

in the alternative, a motion to abate the malpractice claims. Following a hearing where

Noe and Rene opposed Villeda’s motion to compel, the probate court denied the motion.

This appeal followed.

II. STANDARD OF REVIEW

A party seeking to compel arbitration must establish the existence of a valid

arbitration agreement and the existence of a dispute within the scope of the agreement.

Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018); Rachal v. Reitz, 403 S.W.3d

840, 843 (Tex. 2013). “Once a valid arbitration agreement is established, a ‘strong

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presumption favoring arbitration arises, and we resolve doubts as to the agreement’s

scope in favor of arbitration.” Rachal, 403 S.W.3d at 850.

“We review a trial court’s order denying a motion to compel arbitration for abuse of

discretion.” Henry, 551 S.W.3d at 115; In re Labatt Food Serv., L.P., 279 S.W.3d 640,

642‒43 (Tex. 2009) (orig. proceeding). “We defer to the trial court’s factual determinations

if they are supported by evidence but review its legal determinations de novo.” Henry,

551 S.W.3d at 115; Rachal, 403 S.W.3d at 843. Whether an arbitration agreement is

enforceable is a legal determination reviewed de novo. Rachal, 403 S.W.3d at 843.

A will is a unilateral instrument; thus, courts may not compel arbitration based on

an arbitration clause therein “unless the will is ‘supported by the mutual assent required

to render the [will] an agreement and the arbitration provision valid.’” Ali v. Smith, 554

S.W.3d 755, 757 (Tex. App.—Houston [14th Dist.] 2018, no pet.). An arbitration provision

in a will becomes enforceable when a promisee accepts by actual performance.

Hollingsworth v. Swales, 717 S.W.3d 655, 658 (Tex. App.—Waco 2025, pet. denied).

III. THE ARBITRATION CLAUSE

The arbitration clause that Villeda drafted and included in Benito’s will recites the

following:

I direct that my Executor, my Trustee, my Beneficiaries (and purported
Beneficiaries), and all other parties interested or claiming an interest in my
estate or in any trust created or arising under my Will, or in the Statutory
Durable Power of Attorney, the Durable Power of Attorney for Health Care,
the Directive to Physicians or the Agreement dated August 9, 2018
regarding contractual wills executed by me, (collectively[,] “Estate Planning
Documents”) shall attempt in good faith to promptly resolve any dispute
arising out of, incident to, or otherwise appertaining to the Estate Planning
Documents or the administration, distribution and/or settlement of my estate
or of such powers of attorney or directive to physicians’ (“Dispute”), by
negotiation between such affected parties. All negotiations pursuant to this
provision of my Will, shall be and remain confidential and shall be deemed

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to be compromise and settlement negotiations for purposes of applicable
rules of evidence. If such Dispute has not been resolved by negotiations
between the affected parties within (30) days after such negotiations are
commenced, then I direct that such Dispute shall be settled by binding
arbitration administered under Chapter 171, General Arbitration, of the
Texas Civil Practices and Remedies Code, as amended (hereinafter
referred to as the “Act”). The affected parties shall agree on an arbiter
residing in Hidalgo County, Texas. If the affected parties cannot agree on
such arbiter, a suit shall be filed with the Probate Court in Hidalgo County
solely to appoint an arbiter residing in Hidalgo County, Texas to arbitrate
such dispute(s). The Act shall be modified to be consistent to the provisions
expressed in this Article and my desire to have one arbiter resolve all
disputes between affected parties.

Lastly, my Executor shall be reimbursed for the reasonable costs and
expenses, including attorney’s fees, incurred in connection with the defense
of any contest of this Will. Such reimbursement shall be made from my
estate. Villeda Law Group or any successor of such firm, its lawyers
including Antonio Villeda, Christopher Cheatham and staff, including Cindy
Curry, and any of the aforesaid persons, whether they are working as
lawyers/paralegals at that time or not, shall also be paid for all time including
time to prepare for any deposition or hearing (at their most recent billable
rates or if they are retired or no longer working in the legal field, at the then
prevailing rates of attorneys and paralegals with their experience) and all
expenses any of them may incur including travel and lodging expenses, in
any proceeding relating in any way to this document, the Statutory Durable
Power of Attorney, the Durable Power of Attorney for Health Care, the
Directive to Physicians or the Agreement dated August 9, 2018 regarding
contractual wills or any other document prepared or used in connection to
this testamentary representation. Such fees and expenses shall be paid
from such contesting beneficiary’s share (if any) of my estate prior to
distribution and in the event such contesting beneficiary’s share is not
sufficient to pay for all such fees and expenses the estate shall pay for such
fees and expenses from the residue of this estate.

IV. DISCUSSION

Villeda’s argument is twofold: (1) there was a valid agreement containing an

enforceable arbitration clause, which he may enforce pursuant to the doctrine of direct-

benefits estoppel; and (2) the claims here fall under the broad scope of the arbitration

clause. Because the first argument is dispositive, we need not address the latter. See

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TEX. R. APP. P. 47.1.

A. Rachal v. Reitz

In Rachal, the Texas Supreme Court determined whether an arbitration provision

in a trust was “enforceable against trust beneficiaries.” See 403 S.W.3d at 842. The Court

applied direct-benefits estoppel against a non-signatory beneficiary of a trust who sued

the trustee. 403 S.W.3d at 847‒48. The non-signatory beneficiary alleged that the trustee

violated his fiduciary duty and violated the terms of the trust by converting trust assets,

resulting in a material financial loss to the trust. Id. The court held that the non-signatory

“beneficiary’s acceptance of the benefits of the trust and [his] suit to enforce its terms

constituted the assent required to form an enforceable agreement to arbitrate.” Id. at 842

(emphasis added). The court also stated that “a beneficiary who attempts to enforce rights

that would not exist without the trust manifests her assent to the trust’s arbitration clause.”

Id. at 847. The court further considered the non-signatory beneficiary’s allegations that

the trustee had materially violated the terms of the trust; violated his fiduciary duty to the

non-signatory beneficiary; and violated the terms of the trust. Id. According to the

supreme court, because the non-signatory accepted the benefits of the trust and sued to

enforce the terms of the trust, he accepted the terms and validity of the trust, including

the arbitration clause. Id. Thus, the non-signatory beneficiary was compelled to arbitrate

under the theory of direct-benefits estoppel. Id. at 842.

B. Ali v. Smith

In Ali v. Smith, the court of appeals relied on Rachal to reach the conclusion that

direct-benefits estoppel did not permit the former executor of the decedent’s estate to

compel arbitration against the non-signatory beneficiary. 554 S.W.3d at 762. In that case,

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Smith was the successor executor and sought claims against Ali, the former independent

executor, alleging that he failed to responsibly handle the finances of the estate,

converted assets of the estate, and used estate funds in violation of his fiduciary duties.

Id. at 757. Ali filed a motion to compel based on an arbitration provision contained in the

will, which the trial court denied. Id.

On appeal, Ali argued that the arbitration provision was enforceable under the

doctrine of direct-benefits estoppel because Smith, the executor, “enforced the will” and

brought claims against Ali “for failing to comply with the will.” Id. at 759. Thus, the

appellate court determined whether the direct-benefits estoppel doctrine applied to the

executor of a will. Following Rachal, the appellate court considered the executor’s

allegations as the court did in Rachal, namely, that Ali failed to responsibly handle the

estate’s finances; converted assets of the estate for personal use; and used estate funds

inappropriately. Id. at 761. The court stated that “[u]nlike the beneficiary in Rachal who

alleged violations of the trust terms, [the executor] does not allege in the petition that Ali

violated any terms of the will. Rather, [the executor] contends that her claims are based

on common law and statutory provisions.” Id.; see also TEX. EST. CODE ANN. § 351.001

(providing that the duties of executors and administrators are governed by common law

principles). As the original executor, Ali had a statutory duty to deliver the estate to Smith

as his successor, see id. § 351.102(b), and Smith sued pursuant to § 361.153, see id.

§ 361.153(b) (providing that a successor representative is “entitled to any order or remedy

that the court has the power to give to enforce the delivery of the estate property” to the

successor representative).

Quoting the supreme court, the appellate court stated: “[W]hen the substance of

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the claim arises from general obligations imposed by state law, including statutes, torts

and other common law duties . . . direct-benefits estoppel is not implicated even if the

claim refers to or relates to the contract or would not have arisen but for the contract’s

existence.” Ali, 554 S.W.3d at 760 (quoting Jody James Farms, JV v. Altman Grp., 547

S.W.3d 624, 637 (Tex. 2018)). The appellate court held that the theory of the direct-

benefits estoppel was inapplicable because the executor did not allege that Ali violated

any terms of the will. Id. at 762. It added that “if [the executor’s] petition is unclear about

whether Ali’s liability will be determined by reference to the will, the trial court did not err

by concluding that Ali failed to meet his burden to show the existence of an arbitration

agreement that is enforceable against Smith.” See id. at 762‒763 (collecting cases

holding the defendant failed to prove arbitrability based on the direct-benefits estoppel).

C. Application of Direct-Benefits Estoppel

For purposes of this appeal, we will assume—but not decide—that appellants are

“all other parties interested or claiming an interest” in Benito’s estate, such that they may

enforce the arbitration provision at issue here. There is a dearth of authority as to the

validity of an arbitration provision in a will but none as to how it relates to an attorney

representing a beneficiary. Therefore, we find the reasoning in Rachal and Ali instructive

here. “When determining whether claims fall within the scope of the arbitration agreement,

we look to the factual allegations, not the legal claims.” Rachal, 403 S.W.3d at 850. In

their petitions, Rene and Noe, the non-signatory beneficiaries, accused Villeda of failing

to exercise reasonable care when he failed to include the partition language in the special

warranty deed, resulting in Rene not receiving the eastern portion of Lot 390. They allege

Villeda, in his capacity as attorney for the executor, negligently omitted a material clause

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in the special warranty deed, failed to correct the error pursuant to Noe’s request, failed

to correct the special warranty deed again pursuant to Rene’s request, failed to inform

Noe of Rene’s demand, and changed Noe’s discovery responses without communicating

or obtaining Noe’s permission. According to the petitions, because of these mistakes, Joel

and Ricardo began costly litigation proceedings attempting to partition Lot 390 in value

rather than in kind, which appellees have had to defend in both the probate court and

district courts, resulting in attorney’s fees.

Like the claims asserted in Ali, the substance of the non-signatory beneficiaries’

claims against Villeda—namely, legal malpractice—arises from general obligations

imposed by common law and statute. See 554 S.W.3d at 762. To prevail on a legal

malpractice claim, the plaintiff must prove (1) the attorney owed the plaintiff a duty, (2)

the attorney breached that duty, (3) the breach proximately caused the plaintiff’s injury,

and (4) the plaintiff suffered damages. Akin, Gump, Strauss, Hauer & Feld, L.L.P. v. Nat’l

Dev. & Rsch. Corp., 299 S.W.3d 106, 112 (Tex. 2009). A legal malpractice plaintiff must

prove that the lawyer’s negligence was the proximate cause of cognizable damage, which

consists of cause-in-fact and foreseeability. See id. at 122. Thus, the source of the

lawyer’s power to act is the statutes and the courts. See TEX. GOV’T CODE ANN. § 81.101

(defining the term “practice of law” to include acting on behalf of a client and explaining

the scope of attorney authority). At issue in the claims against Villeda is his conduct in the

practice of law and his duty to the independent executor; there is no allegation that Villeda

violated any terms of the will in a role such as independent executor, trustee, or otherwise.

As the supreme court explained in Jody James when it rejected a direct-benefits estoppel

assertion, “[a] fiduciary duty generally arises from the relationship of the parties and not

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from the contract.” 547 S.W.3d at 638. Thus, the fiduciary duty that Villeda owes to Noe

arises solely from his relationship with him and his role as legal counsel. See id.

Unlike those claims in Rachal wherein the non-signatory accepted the benefits of

the trust and sued to enforce the terms of the trust, here the non-signatory beneficiary

brothers are not suing appellants to enforce the terms of the will as they do not allege that

he violated any terms of the will or any duty to the estate. Cf. Rachal, 403 S.W.3d at 847

(finding that the non-signatory beneficiaries were suing “for breach of fiduciary duty

seek[ing] to hold the trustee to her obligations under the instrument”). Appellant argues

that “liability arises from the will and must be determined by reference to it,” but appellees

are not suing to enforce the will or any of its terms—and there is no dispute as to the

actual directives contained in the will—instead, they sue based on Villeda’s alleged

failures in legal representation. Cf. Ali, 554 S.W.3d at 762 (finding direct benefits estoppel

is inapplicable when will violations are not alleged). Thus, the breach of fiduciary claim

here is not to hold any person accountable under the will itself, as it was in Rachal. See

id. Instead, like in Ali, the legal malpractice claim stands independently, irrespective of

the will, concerning Villeda’s duties and obligations to prepare a deed and represent his

client.

Lastly, even if we assume that the non-signatory beneficiaries’ petitions are

unclear about whether Villeda’s liability will be determined by reference to the will, we join

our sister court to conclude that “the trial court did not err by concluding that [appellant]

failed to meet his burden to show the existence of an arbitration agreement that is

enforceable against [appellees].” See Ali, 554 S.W.3d at 762. Accordingly, we hold the

doctrine of direct-benefits estoppel does not apply to enforce the arbitration clause

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against appellees, and we overrule appellants’ sole issue.1

V. CONCLUSION

We affirm the judgment of the trial court.

JAIME TIJERINA
Chief Justice

Delivered and filed on the
23rd day of October, 2025.

1 Appellants alternatively argue that “for the additional reason that Benito’s will was itself
contractual, the necessary mutual assent exists to enforce the arbitration clause.” Although appellants delve
into the doctrine of contractual wills as it applies to testators and beneficiaries, appellants do not explain or
provide us any authority how this doctrine applies to non-signatories or how it provides the required mutual
assent other than his general assertion that it does. See TEX. CIV. PRAC. & REM. CODE ANN. § 171.001
(requiring a written agreement to arbitrate between the parties); TEX. R. APP. P. 38.1(i). We therefore decline
to address this additional argument due to inadequate briefing. See TEX. R. APP. P. 38.1(i).

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