Opinion
05-23-00719-CV
03-13-2024
AIG SPECIALTY INSURANCE CO. (F/K/A AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE CO.), Appellant v. EXXONMOBIL OIL CORPORATION, Appellee
On Appeal from the 44th Judicial District Court Dallas County, Texas Trial Court Cause No. DC-22-08019
Before Justices Partida-Kipness, Nowell, and Smith
MEMORANDUM OPINION
ROBBIE PARTIDA-KIPNESS JUSTICE
Appellant AIG Specialty Insurance Co. f/k/a American International Specialty Lines Insurance Co. (AISLIC) filed this interlocutory appeal complaining of the trial court's order denying AISLIC's motion to compel arbitration. In a single issue, AISLIC asserts the trial court erred by refusing to compel arbitration of AISLIC's dispute with Appellee ExxonMobil Oil Corporation (EMOC). Finding no error by the trial court, we affirm.
BACKGROUND
This case concerns a dispute over the scope of a release in a settlement agreement between the parties. The settlement arose out of disagreements between AISLIC and EMOC over insurance coverage for claims and lawsuits alleging exposure to a chemical called methyl t-butyl ether (MTBE). The insurance policy relevant here is an excess liability policy known as the "First-Layer AISLIC Mobil Policy" issued by AISLIC sometime around 1995, covering the period January 1, 1995 to January 1, 2001 (the Policy). EMOC is an insured under the Policy. The Policy contained an alternative dispute resolution endorsement (the ADR Endorsement) requiring the parties to arbitrate if they disagreed "on an issue concerning this policy."
Almost twenty years after the Policy issued, AISLIC, EMOC, and others became embroiled in coverage disputes over MTBE-related claims. Ultimately, in August 2015, the parties negotiated a "Settlement Agreement and Release" (the Settlement Agreement). The Settlement Agreement provided for AISLIC to make a lump-sum payment related to the MTBE claims and contained several provisions releasing the parties from certain claims and obligations under various insurance policies (including the Policy relevant here). The release in Section 3.6 of the Settlement Agreement provided:
[AISLIC] shall and do[es] hereby release and forever discharge ExxonMobil and all subsidiaries and affiliates on whose behalf ExxonMobil actually effects the foregoing release, including [EMOC], together with their directors, officers, employees, agents, and attorneys
(but solely in their capacity as such), from any liability or obligation pursuant or in relation to the ExxonMobil MTBE Batch Occurrence, the Mobile MTBE Batch Occurrence, the ExxonMobil Insurance Claim, and the December 31, 2000 through December 31, 2001 policy year of both the AISLIC ExxonMobil Policy and the Lexington ExxonMobil Policy and the January 1, 1999 through January 1, 2000 policy year of both the First- and Second-Layer AISLIC Mobil Policies, inclusive, whether known or unknown, including without limitation any liability for premiums, retrospective premiums, recoupment, deductibles, retentions, or the like.
Approximately five years after the parties executed the Settlement Agreement, EMOC demanded coverage for certain benzene-related claims and lawsuits. EMOC argued the foregoing language in Section 3.6 had released and discharged EMOC from satisfying policy retentions for those benzene-related claims. AISLIC disagreed the retentions had been released and asserted that EMOC must demonstrate satisfaction of the retentions. When the parties could not resolve their dispute, EMOC brought this suit in Dallas County, relying on a forum-selection clause in the Settlement Agreement:
EMOC contends that in the Settlement Agreement, EMOC preserved and did not release its rights to coverage for benzene-related claims.
These retentions are significant. The insurance policy has limits of $50 million, excess of a $40 million annual aggregate retention, and a $10 million per-occurrence retention.
This Settlement Agreement and Release shall be governed by the laws of the State of Texas without reference to its choice of law rules. Any claims that arise under or relate to this Settlement Agreement and Release shall be brought only in the State of Texas District Courts in Dallas County or in the United States District Court for the Northern District of Texas. The Parties consent to jurisdiction in such courts for any claims that arise under this Settlement Agreement and Release.
In its original petition, EMOC sought "a declaration that, through section 3.6 of the 2015 Settlement Agreement, AISLIC released [EMOC] from any and all retention obligations under the First-Layer AISLIC Mobil Policy."
In response to EMOC's suit, AISLIC invoked the ADR Endorsement of the Policy and demanded the dispute be submitted to binding arbitration. AISLIC removed the case to federal court in the Northern District of Texas, but the federal court remanded the case to state court in the absence of diversity jurisdiction. Around the same time of the removal action, AISLIC commenced a suit in New York to compel arbitration. AISLIC asked the New York court to compel Mobil Corporation (an EMOC-related entity) to arbitrate all of the parties' coverage disputes related to the benzene claims. While Mobil and EMOC agreed to arbitrate some of the coverage disputes, they refused to arbitrate the dispute over whether the Settlement Agreement released EMOC from its retention obligations under the Policy. The New York court compelled the parties to arbitrate their coverage disputes but declined to stay EMOC's Texas declaratory action or rule on the scope of the arbitration.
As a result, AISLIC filed a motion in the Texas declaratory action, asking the district court to compel arbitration of the retention issue. After briefing by the parties and a hearing, the trial court issued an order denying AISLIC's motion to compel arbitration. AISLIC then filed this interlocutory appeal. See Tex. Civ. Prac. & Rem. Code § 51.016; 9 U.S.C. § 16(a)(1)(B).
By order dated August 18, 2023, we stayed further proceedings in the trial court during this interlocutory appeal.
STANDARDS OF REVIEW
We generally review a trial court's order denying arbitration under an abuse of discretion standard. TransCore Holdings, Inc. v. Rayner, 104 S.W.3d 317, 320 (Tex. App.-Dallas 2003, pet. denied) (citing Jack B. Anglin Co. v. Tipps, 842 S.W.2d 266, 272-73 (Tex. 1992) (orig. proceeding)). A trial court abuses its discretion when it reaches a decision so arbitrary and unreasonable as to amount to a clear and prejudicial error of law. Id. We defer to the trial court's factual determinations if they are supported by evidence but review its legal determinations de novo. Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018). Whether the claims in dispute fall within the scope of a valid arbitration agreement is a question of law reviewed de novo. Id. We apply Texas law to determine whether the parties agreed to arbitrate. TransCore Holdings, 104 S.W.3d at 320 .
Our primary concern in construing a written contract is to ascertain the true intent of the parties as expressed in the instrument. Seagull Energy E & P, Inc. v. Eland Energy, Inc., 207 S.W.3d 342, 345 (Tex. 2006). We must examine and consider the entire writing in an effort to harmonize and give effect to all of the provisions in the contract so that none will be rendered meaningless. Id.
ANALYSIS
In a single issue, AISLIC contends the trial court erred by refusing to compel arbitration and dismiss or stay EMOC's suit. AISLIC makes two primary arguments: (1) the ADR Endorsement is a valid arbitration agreement and EMOC's claims fall within its scope, and (2) the Settlement Agreement did not supersede the ADR Endorsement. The parties do not dispute the general validity of the arbitration clause. Therefore, we begin by discussing whether EMOC's declaratory claims fall within the arbitration clause-as AISLIC urges-or whether the claims are governed by the forum-selection clause in the Settlement Agreement-as EMOC contends.
I. EMOC's Declaratory Claims Fall Within Forum-Selection Clause
A. Arbitration standards
AISLIC argues (and EMOC does not contest) the Federal Arbitration Act (FAA) generally governs the arbitration dispute. See 9 U.S.C. §§ 1-16. A party seeking to compel arbitration under the FAA must establish (1) the existence of a valid, enforceable arbitration agreement and (2) the claims at issue fall within that agreement's scope. In re Kellogg Brown & Root, Inc., 166 S.W.3d 732, 737 (Tex. 2005) (orig. proceeding). Once a party has proved a valid arbitration agreement exists, doubts regarding an agreement's scope are resolved in favor of arbitration because there is a presumption favoring agreements to arbitrate under the FAA. Wagner v. Apache Corp., 627 S.W.3d 277, 282-83 (Tex. 2021).
However, the policy "favoring arbitration" is to make "arbitration agreements as enforceable as other contracts, but not more so." Morgan v. Sundance, Inc., 596 U.S. 411, 418, 142 S.Ct. 1708, 1713, 212 L.Ed.2d 753 (2022). "The federal policy is about treating arbitration contracts like all others, not about fostering arbitration." Id. Relatedly, a party can be forced to arbitrate only those issues it specifically has agreed to submit to arbitration. Wagner, 627 S.W.3d at 283 (citations omitted). "[A] court may order arbitration of a particular dispute only where the court is satisfied that the parties agreed to arbitrate that dispute." Granite Rock Co. v. Int'l Bhd. of Teamsters, 561 U.S. 287, 297, 130 S.Ct. 2847, 177 L.Ed.2d 567 (2010) (emphasis in original)). And, the FAA allows parties to exclude certain claims from the scope of an arbitration agreement. Wagner, 627 S.W.3d at 283. To determine whether a claim falls within the scope of the arbitration agreement, courts focus on the factual allegations of the complaint, rather than the legal causes of action asserted. In re Rubiola, 334 S.W.3d 220, 225 (Tex. 2011) (internal quotations omitted).
B. Forum selection clauses
EMOC contends the dispute falls within the Settlement Agreement's forum-selection clause rather than the ADR Endorsement. Contractual forum-selection clauses are generally enforceable and presumptively valid. In re Laibe Corp., 307 S.W.3d 314, 316 (Tex. 2010) (per curiam). A trial court therefore abuses its discretion if it fails to properly interpret or enforce a forum-selection clause. In re Lisa Laser USA, Inc., 310 S.W.3d 880, 883 (Tex. 2010) (per curiam).
As with arbitration clauses, when examining a forum-selection clause we look at the factual allegations underlying the claims when deciding whether the claims are encompassed by the clause. See Pinto Tech. Ventures, L.P. v. Sheldon, 526 S.W.3d 428, 433 (Tex. 2017). This analysis requires a common-sense examination of the claims' substance, rather than their label. Id. at 437. Because forum-selection clauses are creatures of contract, we apply principles of contract interpretation. RSR Corp. v. Siegmund, 309 S.W.3d 686, 700 (Tex. App.-Dallas 2010, no pet.). Generally, so long as the rights and duties of the parties arise from the contract, the claims are within the scope of its forum-selection clause no matter how they are framed. In re Bloom Bus. Jets, LLC, 522 S.W.3d 764, 768 (Tex. App.-Houston [1st Dist.] 2017, no pet.) (citations omitted).
C. EMOC's claims arise under the Settlement Agreement and fall within its forum-selection clause
The dispute in this case concerns the interpretation of the release in section 3.6 of the Settlement Agreement which states, in relevant part:
[T]he AIG Companies shall and do hereby release and forever discharge [EMOC]…from any liability or obligation pursuant or in relation to the…January 1, 1999 through January 1, 2000 policy year of both the First- and Second-Layer AISLIC Mobil Policies, inclusive, whether known or unknown, including without limitation any liability for premiums, retrospective premiums, recoupment, deductibles, retentions, or the like.
After the parties could not resolve their dispute concerning the meaning and scope of this release, EMOC sued in the district court, relying on the forum-selection clause in the Settlement Agreement:
This Settlement Agreement and Release shall be governed by the laws of the State of Texas without reference to its choice of law rules. Any claims that arise under or relate to this Settlement Agreement and Release shall be brought only in the State of Texas District Courts in Dallas County or in the United States District Court for the Northern District of Texas. The Parties consent to jurisdiction in such courts for any claims that arise under this Settlement Agreement and Release.(emphasis ours).
In its petition, EMOC sought "a declaration that, through section 3.6 of the 2015 Settlement Agreement, AISLIC released ExxonMobil from any and all retention obligations under the First-Layer AISLIC Mobil Policy." There can be no question EMOC's claims in the declaratory action "arise under" or "relate to" the Settlement Agreement-the very document EMOC contends created the retention release. See RSR Corp., 309 S.W.3d at 701 (phrases "arising under" or "relate to" as used in forum-selection clauses "are broad and encompass all claims that have some possible relationship with the agreement, including those claims that may only 'relate to' the agreement.") (collecting cases).
The plaintiff is "the master of the complaint." See Holmes Group, Inc. v. Vornado Air Circulation Sys., Inc., 535 U.S. 826, 831, 122 S.Ct. 1889, 153 L.Ed.2d 13 (2002). Absent from EMOC's petition is any request for the court to interpret the Policy itself or make a coverage determination. EMOC did not request the trial court to construe the retention obligations in the Policy. EMOC simply asked for a declaration the Settlement Agreement had released and discharged it "from any and all retention obligations under" the Policy, whatever those obligations may be. While EMOC's petition generally references the Policy at issue, an evaluation of EMOC's requested relief does not require an evaluation of the parties' rights under the Policy itself. Indeed, we question whether any review of the Policy is necessary to adjudicate EMOC's declaratory claims.
The ADR Endorsement requires arbitration if the parties disagree on "an issue concerning this policy." While such language is broad, the Court is not satisfied the parties intended the clause to cover this dispute, concerning the interpretation of a settlement agreement entered more than fifteen years after the insurance policy was issued. The Settlement Agreement does not contain or reference the ADR Endorsement and its arbitration provision. Instead, the forum-selection clause governs claims that "arise under or relate to this Settlement Agreement." (emphasis ours). EMOC's retention-release claims are born directly of the Settlement Agreement. Its claims fall within the forum-selection clause.
II. The Settlement Agreement Controls to the Extent of a Conflict
Even if EMOC's declaratory claims also fall within the ADR Endorsement, we conclude the Settlement Agreement supersedes the arbitration provision with respect to EMOC's claims.
AISLIC contends the ADR Endorsement covers this dispute and the subsequent forum-selection and integration clauses in the Settlement Agreement may be harmonized with the ADR Endorsement. EMOC asserts the Settlement Agreement supersedes the ADR Endorsement by virtue of the forum-selection and integration clauses. Resolution of this dispute requires application of the contract doctrines of harmonization and merger.
In resolving harmonization issues, "we must examine and consider the entire writing in an effort to harmonize and give effect to all the provisions of the contract so that none will be rendered meaningless." Sharpe v. AmeriPlan Corp., 769 F.3d 909, 915 (5th Cir. 2014) (quoting Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011)). And while there is a general presumption arbitration is favored, when there is an issue of whether an arbitration provision conflicts with other disputed resolution provisions, the presumption disappears. Id.
Merger refers to the extinguishment of one contract by its absorption into another contract and is largely a matter of the intention of the parties. Smith v. Smith, 794 S.W.2d 823, 827-28 (Tex. App.-Dallas 1990, writ withdrawn). A written agreement is not superseded or invalidated by a subsequent integration relating to the same subject matter if the agreement is such that might naturally be made as a separate agreement. Id. Parties to a contract may adjust the details of a transaction without abrogating the entire agreement. Id. However, if the parties to one contract execute another whose terms are so inconsistent with the first that they both cannot stand, the first agreement is conclusively presumed to have been superseded by the second. Id. An integration clause is in essence the merger doctrine memorialized. Id.
Our supreme court recently analyzed whether a later-in-time settlement agreement superseded a prior stock-purchase agreement containing an arbitration provision. Transcor Astra Grp. S.A. v. Petrobras Am. Inc., 650 S.W.3d 462, 481 (Tex. 2022). The stock-purchase agreement required arbitration of any claim or controversy arising out of or related to "any question of the validity or effect of this Agreement including this clause." Id. at 480. The settlement agreement, however, contained a merger clause in which the parties agreed that the settlement agreement "represents the entire agreement of the [p]arties and supersedes all prior written or oral agreements." Id. at 481. Furthermore, in the settlement agreement's forum-selection clause the parties agreed the state courts of Harris County and the federal district court for the Southern District of Texas, Houston Division, would be "the exclusive forums for any dispute arising out of or related to this Settlement Agreement." Id.
The supreme court recognized the merger clause contained no language that could be interpreted to except or preserve the parties' prior agreement to arbitrate disputes over the stock-purchase agreement. Id. The court similarly recognized the forum-selection clause contained no language that could be interpreted to carve out disputes over the stock-purchase agreement or its arbitration clause. Id. The court acknowledged arbitration clauses can sometimes survive and be harmonized with forum-selection clauses, but the language in the settlement agreement indicated the parties' intent to supersede the prior arbitration clause. Id.; see also Sharpe, 769 F.3d at 915-18 (comparing a "mere" venue clause, which can be harmonized with an arbitration clause, with "far more extensive" dispute-resolution clauses requiring all claims to be "submit[ted] to" particular courts, which could not be harmonized with an arbitration clause)).
Here, the ADR Endorsement requires the parties use binding arbitration if they disagree "on an issue concerning this policy." In contrast, the forum-selection clause in the Settlement Agreement provides:
Any claims that arise under or relate to this Settlement Agreement and Release shall be brought only in the State of Texas District Courts in Dallas County or in the United States District Court for the Northern District of Texas. The Parties consent to jurisdiction in such courts for any claims that arise under this Settlement Agreement and Release.(emphasis added). The forum-selection clause contains no language that could be interpreted to carve out certain disputes over claims arising from the Settlement Agreement. Transcor Astra, 650 S.W.3d at 481. The parties' consent to the Texas courts' jurisdictions bolsters this intention. The forum-selection clause's language goes beyond a "mere venue" clause. It is a more extensive dispute-resolution clause requiring any claim related to the Settlement Agreement to be submitted to particular Texas courts. Id.; Sharpe, 769 F.3d at 917-18. The forum-selection provision in the Settlement Agreement cannot be harmonized with the ADR Endorsement without rendering the forum-selection provision largely meaningless. Sharpe, 769 F.3d 909 at 918; see also Ensco Int'l Inc. v. Certain Underwriters at Lloyd's, No. 3:07-CV-1581-O, 2008 WL 958205, at *3 (N.D. Tex. Apr. 8, 2008) (insurer waived its right to removal to federal court based on insurance policy clause requiring arbitration for "any dispute concerning th[e] policy," where forum-selection clause established exclusive venue in Dallas County courts) aff'd, 579 F.3d 442 (5th Cir. 2009).
Furthermore, the Settlement Agreement's merger clause supports that the parties intended to supersede the ADR Endorsement for claims arising under the Settlement Agreement:
This Settlement Agreement and Release constitutes a single integrated written contract that expresses the entire agreement and understanding between the Parties with respect to matters that are the subject of this Settlement Agreement and Release. Except as otherwise expressly provided, this Settlement Agreement and Release supersedes all prior communications and understandings between the Parties and their representatives regarding the matters addressed by this Settlement Agreement and Release. Except as explicitly set forth in this Settlement Agreement and Release, there are no representations, warranties, promises, or inducements, whether oral, written, expressed, or implied, that in any way affect or condition the validity or enforceability of this Settlement Agreement and Release or alter or supplement its terms. Any statements, promises, or inducements, whether made by any Party or any agents of any Party, that are not contained in this Settlement Agreement and Release shall not be valid or binding.(emphasis added). This merger clause contains no language preserving the parties' agreement to arbitrate with respect to matters arising under the Settlement Agreement. See Transcor Astra, 650 S.W.3d at 481.
Read together, the forum-selection and merger clauses in the Settlement Agreement cannot be reconciled with the ADR Endorsement, and instead evidence the parties' intent to supersede the arbitration provision with respect to matters arising under or addressed by the Settlement Agreement. See id.
AISLIC argues that, under the Policy's terms, the Settlement Agreement could not modify any Policy term, including the ADR Endorsement. AISLIC contends Article V of the Policy prohibits changes to the Policy "except by endorsement issued to form a part hereof, signed by [AISLIC] or its authorized representative." However, parties who have the power to make a contract have the power to "unmake or modify it regardless of self-imposed limitations." Rhoads Drilling Co. v. Allred, 70 S.W.2d 576, 583 (Tex. 1934). Parties are free to modify or unmake prior agreements, and AISLIC does not provide any authority to support that an agreement to arbitrate controls in perpetuity and could not be modified by the parties. We see no reason why sophisticated, multi-national companies like AISLIC and EMOC could not agree to modify their prior contracts. See also Wes-Tex Tank Rental, Inc. v. Pioneer Nat. Res. USA, Inc., No. 11-05-00396-CV, 2007 WL 1026431, at *3-4 (Tex. App.-Eastland Apr. 5, 2007, no pet.) (parties' later-in-time letter agreement was enforceable, notwithstanding prior agreement's restrictions on contract modification) (citing Rhoads, 70 S.W.2d at 583).
AISLIC cites several cases to support its argument that the Policy could not be modified except by an endorsement. E.g., Ulico Cas. Co. v. Allied Pilots Ass'n, 262 S.W.3d 773, 788-89 (Tex. 2008); Emscor Mfg., Inc. v. Alliance Ins. Grp., 879 S.W.2d 894, 904 (Tex. App.-Houston [14th Dist.] 1994, writ denied); U.S. Cas. Co. v. Medcalf & Thomas, 272 S.W. 539, 541 (Tex. App.-San Antonio 1925, no writ). However, none of those cases stands for the proposition that parties to an insurance policy can never modify their obligations in a subsequent writing absent a policy "endorsement." Furthermore, other statements in the Settlement Agreement and AISLIC's brief are inconsistent with AISLIC's argument. For example, AISLIC concedes Section 3.4 of the Settlement Agreement "releas[es] AISLIC from any obligation related to MTBE Claims under the Policy." However, if-as AISLIC argues-the Policy could only be changed by an "endorsement," the release in Section 3.4 is ineffectual, as it would certainly change the Policy's terms. AISLIC's argument elevates form (an endorsement) over substance and would render the Settlement Agreement largely meaningless.
AISLIC contends "an agreement to supersede an arbitration clause must do so in 'unequivocal terms,'" relying on Valerus Compression Servs., LP v. Austin, 417 S.W.3d 202, 210 (Tex. App.-Houston [1st Dist.] 2013, no pet.), Transwestern Pipeline Co. v. Horizon Oil & Gas Co., 809 S.W.2d 589, 591 (Tex. App.-Dallas 1991, writ dism'd w.o.j.), and In re Kraft Foods N. Am., Inc., No. 01-02-01228-CV, 2003 WL 21197274, at *7 (Tex. App.-Houston [1st Dist.] May 22, 2003, orig. proceeding) (mem. op.). However, each circumstance must be judged on its own facts and the contract language at issue. And we do not read those cases to require an express reference to an arbitration clause before it may be superseded.
For example, in Valerus Compression, the court held that an arbitration clause in an earlier partnership agreement could be harmonized with a venue provision in a later separation agreement because the venue provision "expressly contemplates that both arbitration and litigation proceedings may be initiated to enforce the provisions of the Separation Agreement, i.e., that the arbitration agreement in the Partnership Agreement survived the execution of the Separation Agreement, even with respect to claims to enforce or interpret the Separation Agreement." Valerus Compression, 417 S.W.3d at 210. That is not the circumstance here, where AISLIC's and EMOC's Settlement Agreement venue and merger clauses do not acknowledge or suggest survival of the ADR Endorsement with respect to the matters that are the subject of the Settlement Agreement.
In Transwestern Pipeline, the later-in-time settlement agreement stated "[e]xcept as herein modified and superceded [sic], all terms and conditions of the contracts shall remain in full force and effect." Transwestern Pipeline., 809 S.W.2d at 592 (emphasis ours). And in Kraft Foods, nothing in a later-in-time letter agreement between the parties indicated an intent to revoke or supersede the arbitration provisions in an earlier agreement. Kraft Foods, 2003 WL 21197274, at *6-7. Here, as discussed above, the forum-selection and merger clauses signal the parties' intent to supersede the ADR Endorsement for matters arising under or related to the Settlement Agreement, which necessarily includes the alleged retention release.
AISLIC cites additional cases to support its argument the ADR Endorsement and forum-selection clauses may be harmonized. E.g., Personal Sec. & Safety Sys., Inc. v. Motorola Inc., 297 F.3d 388, 396 (5th Cir. 2002); In re Bath Junkie Franchise, Inc., 246 S.W.3d 356, 365 (Tex. App.-Beaumont 2008, orig. proceeding) (per curiam); Coody Custom Homes, LLC v. Howe, No. 10-06-00098-CV, 2007 WL 1374136, at *2 (Tex. App.-Waco May 9, 2007, no pet.); In re Winter Park Constr., Inc., 30 S.W.3d 576, 578 (Tex. App.-Texarkana 2000, orig. proceeding); Valero Energy Corp. v. Teco Pipeline Co., 2 S.W.3d 576, 587 (Tex. App.-Houston [14th Dist.] 1999, no pet.). However, those cases involved either "mere venue clauses" that did not exclude the possibility of arbitration, or later-in-time agreements that acknowledged the survival of the prior agreement's terms.
AISLIC next asserts the Settlement Agreement's "sole subject matter" was the resolution of the MTBE claims, therefore the merger clause is limited to resolution of the MTBE claims. However, to make that assertion, AISLIC assumes the release in Section 3.6 of the Settlement Agreement only relates to the MTBE claims. Yet, that is the very dispute EMOC seeks to adjudicate: whether the Settlement Agreement released EMOC from its retention obligations respecting benzene-related claims. The scope of that release requires interpretation of the contract and is necessarily a "matter[] addressed by th[e] Settlement Agreement."
Accordingly, reading the contract terms together, we conclude EMOC's claims for declaratory relief fall within the Settlement Agreement's forum-selection clause, and the parties' Settlement Agreement supersedes the ADR Endorsement with respect to claims arising under or relating to the Settlement Agreement, which includes EMOC's claims for declaratory relief. Therefore, the trial court did not err in denying AISLIC's motion to compel arbitration. We overrule AISLIC's sole issue.
CONCLUSION
We conclude the trial court did not err in denying AISLIC's motion to compel arbitration. EMOC's claims for declaratory relief directly arise under and relate to the Settlement Agreement and fall within that agreement's forum-selection clause. Furthermore, even if the claims fall within the ADR Endorsement, the parties' Settlement Agreement superseded the ADR Endorsement with respect to EMOC's claims for declaratory relief. Accordingly, we affirm the trial court's judgment. We lift the stay imposed by our order dated August 18, 2023.
JUDGMENT
In accordance with this Court's opinion of this date, the judgment of the trial court is AFFIRMED.
It is ORDERED that appellee EXXONMOBIL OIL CORPORATION recover its costs of this appeal from appellant AIG SPECIALTY INSURANCE CO. (F/K/A AMERICAN INTERNATIONAL SPECIALTY LINES INSURANCE CO.).
We LIFT the stay imposed by our order dated August 18, 2023.