Opinion
No. 14-05-00212-CV
Memorandum Opinion filed August 10, 2006.
On Appeal from the 240th District Court, Fort Bend County, Texas, Trial Court Cause No. 04-Cv-139830.
Affirmed.
Panel consists of Justices HUDSON, FROST, and SEYMORE.
MEMORANDUM OPINION
Appellant, Skyleasing, L.L.C., appeals from an order denying its motion to compel arbitration of its underlying dispute with appellee, Tejas Avco Inc. d/b/a Houston Southwest Airport ("the Airport"). Although Skyleasing and the Airport have no agreement to arbitrate, Skyleasing contends that the trial court abused its discretion by refusing to apply the equitable estoppel doctrine to compel arbitration. We affirm.
I. BACKGROUND
The Airport leased space at its facility to ADS Aviation, Inc. ("ADS") pursuant to a written lease. Charles Cohen, president of ADS, guaranteed performance of ADS's obligations under the lease. The lease provided that the Airport would sell fuel to ADS at "flight school" prices. The lease also authorized ADS to sublease hangar space. ADS entered into a separate agreement with Skyleasing whereby ADS housed airplanes owned by Skyleasing at the Airport's facility. Skyleasing had no contract with the Airport. However, at ADS's request, the Airport provided fuel for the airplanes.
The Airport eventually declared a default on the lease. Allegedly, ADS failed to make all the lease and fuel payments. The Airport also filed "Mechanic's and Materialman's" liens on the planes owned by Skyleasing. In response, Skyleasing filed a "Motion for Judicial Review of Documentation Purporting to Create a Lien" contending the document purporting to create a lien on one plane is fraudulent.
The Airport then filed suit against ADS, Cohen, and Skyleasing. In its live petition, the Airport alleges ADS and Cohen breached the lease by failing to make lease and fuel payments. The Airport asserts a quantum meruit claim against Skyleasing for the reasonable value of the fuel and storage services provided to its planes. The Airport also requested a temporary injunction to prevent ADS and Skyleasing from transferring or selling the planes. Apparently, Skyleasing was in the process of selling some of the planes when the Airport filed suit. The trial court consolidated Skyleasing's "Motion for Judicial Review of Documentation Purporting to Create a Lien" with the Airport's suit.
The Airport also sued "Houston Skyline Aviation, L.P." alleging it owned some planes stored at the facility, but there is no indication Houston Skyline Aviation, L.P. has appeared in the suit.
Skyleasing filed a counterclaim against the Airport, an officer of the Airport, and an employee of the Airport, alleging slander of title, fraudulent lien, tortious interference with prospective business relations, and conspiracy. Skyleasing contends the Airport's allegedly improper lien interfered with Skyleasing's prospective sale of one airplane. Skyleasing requested a temporary injunction dissolving all liens and also seeks monetary damages. Skyleasing also filed a cross claim against ADS seeking "contribution" to the extent Skyleasing is ultimately found liable to the Airport for any charges.
Subsequently, the trial court granted the temporary injunction requested by the Airport and prohibited ADS and Skyleasing from transferring or selling the planes. The trial court denied the temporary injunction requested by Skyleasing.
The lease contains a provision requiring arbitration of "any controversy or claim between the parties hereto relating to this lease, including, without limitation, any claim based on or arising from an alleged tort." Therefore, the Airport, ADS, and Cohen agreed to arbitrate their dispute, and the trial court signed an order compelling arbitration. Skyleasing then filed a motion to compel arbitration of its dispute with the Airport. Although Skyleasing is not a party to the lease, it sought to compel arbitration under the equitable estoppel doctrine. The trial court denied Skyleasing's motion and severed the Airport's claims against ADS and Cohen from this case. Skyleasing filed this interlocutory appeal from the order denying its motion to compel arbitration.
See TEX. CIV. PRAC. REM. CODE ANN. § 171.098(a)(1) (Vernon 2005) (authorizing interlocutory appeal from order denying motion to compel arbitration under the Texas Arbitration Act).
II. EQUITABLE ESTOPPEL Doctrine
Apparently, all parties agree the Texas Arbitration Act ("TAA") governs Skyleasing's motion to compel arbitration. Under the TAA, a court shall order the parties to arbitrate if the party seeking to compel arbitration proves (1) a valid, enforceable agreement to arbitrate exists, and (2) the claims asserted fall within the scope of the agreement. Valero Energy Corp. v. Teco Pipeline Co., 2 S.W.3d 576, 581 (Tex.App.-Houston [14th Dist.] 1999, no pet.); see TEX. CIV. PRAC. REM. CODE ANN. § 171.021(a) (Vernon 2005). The Airport and Skyleasing have no agreement to arbitrate. Skyleasing is not a party to the lease between the Airport and ADS, and the Airport and Skyleasing have no other contractual relationship. Nevertheless, in its sole issue, Skyleasing contends it is entitled to compel arbitration under the doctrine of equitable estoppel.
Although arbitration is encouraged, it is a contractual matter, and in the absence of an agreement to arbitrate, a party cannot be forced to forfeit the constitutional protections of the judicial system and submit its dispute to arbitration. Jenkens Gilchrist v. Riggs, 87 S.W.3d 198, 201 (Tex.App.-Dallas 2002, no pet.); see In re Kellogg Brown Root, Inc., 166 S.W.3d 732, 737-38 (Tex. 2005); Freis v. Canales, 877 S.W.2d 283, 284 (Tex. 1994). However, Texas appellate courts have adopted the equitable estoppel doctrine espoused by the Fifth Circuit in Grigson v. Creative Artists Agency, L.L.C. 210 F.3d 524 (5th Cir. 2000); see Brown v. Anderson, 102 S.W.3d 245, 249 (Tex.App.-Beaumont 2003, pet. denied); In re EGL Eagle Global Logistics, L.P., 89 S.W.3d 761, 764-65 (Tex.App.-Houston [1st Dist.] 2002, orig. proceeding [mand. denied]); McMillan v. Computer Translation Sys. Support, 66 S.W.3d 477, 482 (Tex.App.-Dallas 2001, orig. proceeding); Tex. Enters., Inc. v. Arnold Oil Co., 59 S.W.3d 244, 249 (Tex.App.-San Antonio 2001, orig. proceeding). Under this doctrine, a non-signatory to a contract containing an arbitration clause may compel arbitration of a signatory's claims in two "limited" circumstances: (1) when the signatory must rely on the terms of the contract in asserting its claims against the non-signatory; or (2) when the signatory raises allegations of "substantially interdependent and concerted misconduct" by both the non-signatory and a signatory. Grigson, 210 F.3d at 526-27. This doctrine is based on the principle that a signatory to a contract containing an arbitration clause cannot "have it both ways": it cannot seek to hold a non-signatory liable pursuant to duties imposed by the contract but refuse to arbitrate because the defendant is a non-signatory. Id.
The Texas Supreme Court recently acknowledged the equitable estoppel doctrine and Grigson in situations where a non-signatory sought to compel arbitration of a signatory's claims, but the court did not apply the two-pronged test outlined in Grigson. See In re Palm Harbor Homes, Inc., 49 Tex. Sup. Ct. J. 711, 2006 WL 1562546, at *3-4 (Tex. June 9, 2006) (citing Grigson and the equitable estoppel theory but allowing non-signatory to compel arbitration of signatory's claims because the arbitration agreement provided that it inured to the benefit of the non-signatory); In re Vesta Ins. Group, Inc., 192 S.W.3d 759, 760-61 (Tex. 2006) (per curiam) (acknowledging Grigson in a footnote but deciding plaintiff signatory was estopped to oppose arbitration of its tortious interference claim against non-signatories because each non-signatory was a current or former owner, officer, agent, or affiliate of the signatory with whom the plaintiff had an arbitration agreement). However, Texas appellate courts have adopted the Grigson test, and Skyleasing urges application of that test.
Whether to utilize the equitable estoppel doctrine to compel arbitration is within the trial court's discretion, and we review its decision only for abuse of discretion. See id. Meyer v. WMCO-GP, L.L.C., 126 S.W.3d 313, 317 (Tex.App.-Beaumont 2004, pet. granted); Tex. Enters., Inc., 59 S.W.3d at 249. We may reverse a trial court for abuse of discretion only when it acted in an "arbitrary or unreasonable" manner or "without reference to any guiding rules and principles." See Downer v. Aquamarine Operators, Inc., 701 S.W.2d 238, 241-42 (Tex. 1985); Mosk v. Thomas, 183 S.W.3d 691, 696 (Tex.App.-Houston [14th Dist.] 2003, no pet.). We may not reverse for abuse of discretion merely because we disagree with the trial court's decision if it was within the trial court's discretionary authority. Beaumont Bank, N.A. v. Buller, 806 S.W.2d 223, 226 (Tex. 1991); Nguyen v. Intertex, Inc., 93 S.W.3d 288, 293 (Tex.App.-Houston [14th Dist.] 2002, no pet.); see Downer, 701 S.W.2d at 242.
III. APPLICATION OF GRIGSON
Skyleasing contends the trial court abused its discretion by refusing to compel arbitration because one or both prongs of Grigson are satisfied. Preliminarily, we must clarify what claims we consider when evaluating whether the equitable estoppel doctrine applies here. The record indicates that the remaining dispute in this case consists of the following: the Airport's claims against Skyleasing; Skyleasing's counterclaim against the Airport and an officer and an employee of the Airport; Skyleasing's cross-claim against ADS; and Skyleasing's "Motion for Judicial Review of Documentation Purporting to Create a Lien." Skyleasing's appellate briefs and motion to compel arbitration are not clear as to whether it seeks to compel arbitration of only the Airport's claims against Skyleasing or the entire dispute.
As far as we can determine from the record, all these claims remained pending in this case after the dispute between the Airport and ADS and Cohen was severed.
At some points in its appellate briefs, Skyleasing seems to request that we compel arbitration of only the Airport's claims against Skyleasing; but at other points, it requests that we compel arbitration of the "dispute." Similarly, at one point in its motion to compel arbitration, Skyleasing seemed to request that the trial court compel arbitration of only the Airport's claims against Skyleasing; but it also prayed that the trial court compel arbitration of Skyleasing's counterclaim against the Airport and its cross-claim against ADS and argued these claims should not be severed from one another.
To the extent Skyleasing requests that we compel arbitration of the entire dispute or any part of the dispute besides the Airport's claims, Skyleasing has arguably waived its complaint. On appeal, Skyleasing argues only that the Airport's claims against Skyleasing satisfy the Grigson test. Skyleasing seems to presume that, if the Airport is equitably estopped to avoid arbitration of its own claims against Skyleasing, then it must be equitably estopped to avoid arbitration of the other claims. However, Skyleasing offers no argument or authority supporting a contention that the equitable estoppel doctrine would require arbitration of Skyleasing's counterclaim against the Airport, Skyleasing's counterclaim against an officer and an employee of the Airport, Skyleasing's cross-claim against ADS, and Skyleasing's "Motion for Judicial Review of Documentation Purporting to Create a Lien." Nonetheless, we conclude the trial court did not abuse its discretion by finding the Airport's claims against Skyleasing do not satisfy either prong of Grigson. Therefore, because the Airport has not invoked the equitable estoppel doctrine in the first place, we need not decide whether the doctrine would require arbitration of any of the other claims.
To the extent Skyleasing seeks to compel arbitration of its counterclaim against the Airport, it effectively asks us to expand the "limited" equitable estoppel exception such that a signatory whose own claims invoke the doctrine is also estopped to avoid arbitration of a counterclaim in certain instances. However, Skyleasing provides no argument or authority for determining under what parameters, if any, a signatory should be required to also arbitrate a counterclaim.
Skyleasing filed the counterclaim against the officer for his actions on behalf of the Airport and in his individual capacity and filed the counterclaim against the employee in her individual capacity. Skyleasing offers no argument or authority showing it is entitled to arbitrate a counterclaim for slander of title, fraudulent lien, tortious interference with prospective business relations, and conspiracy against parties, who, as individuals, are not even parties to the lease.
Skyleasing offers no argument or authority to show ADS should be required to arbitrate Skyleasing's claim against it when there is apparently no arbitration agreement between ADS and Skyleasing.
Before the Airport filed suit, Skyleasing filed the "Motion for Judicial Review of Documentation Purporting to Create a Lien," which was consolidated with this suit. Skyleasing makes no argument as to how this motion should be treated when suggesting the "dispute" should be arbitrated.
A. Whether the Airport Must Rely on the Terms of the Lease in Asserting its Claims Against Skyleasing.
Skyleasing contends the first prong of Grigson is satisfied because the Airport must rely on the terms of its lease with ADS to assert its claims against Skyleasing. We disagree.
The Airport asserted two types of claims against Skyleasing: first, the Airport sought a temporary injunction to prevent Skyleasing from transferring ownership of the planes; and second, the Airport seeks monetary damages and attorneys' fees from Skyleasing under the theory of quantum meruit. The trial court granted some of the relief requested — the temporary injunction — before Skyleasing moved to compel arbitration. Therefore, only the quantum meruit claim was pending when Skyleasing moved to compel arbitration. Accordingly, we will consider whether the Airport must rely on the lease to assert the quantum meruit claim against Skyleasing.
Skyleasing has not requested that the trial court, or this court, dissolve the temporary injunction, so the entire dispute could be submitted to arbitration, if that were even possible. Moreover, the purpose of the injunction was to preserve the status quo, i.e. prevent Skyleasing from transferring the liened planes until the Airport's claim for monetary damages is resolved. Therefore, we will treat the quantum meruit claim as the only pending claim.
The Airport urges it need not rely on the terms of the lease because section 70.301 of the Texas Property Code allowed it to place liens on the planes absent a contractual relationship with Skyleasing. See TEX. PROP. CODE ANN. § 70.301(a) (Vernon Supp. 2006) (providing that one who "stores, fuels, repairs, or performs maintenance work on an aircraft has a lien on the aircraft for: (1) the amount due under a contract for the storage, fuel, repairs, or maintenance work; or (2) if no amount is specified by contract, the reasonable and usual compensation for the storage, fuel, repairs, or maintenance work."). The Airport has indeed filed liens on Skyleasing's planes pursuant to section 70.301. However, in its petition, the Airport mentioned the liens to support its request for a temporary injunction precluding Skyleasing from disposing of the planes. The Airport does not base its remaining claim for monetary damages on the liens; for example, it does not seek to foreclose, or otherwise enforce, the liens. Therefore, we need not decide whether section 70.301 allowed the Airport to place a lien on Skyleasing's planes absent a contractual relationship. Instead, we will consider only whether the Airport's remaining quantum meruit claim satisfies Grigson.
Quantum meruit is a remedy that is based on an implied agreement to pay for benefits rendered and knowingly accepted. Kellogg, 166 S.W.3d at 740; Vortt Exploration Co. v. Chevron U.S.A., Inc., 787 S.W.2d 942, 944 (Tex. 1990). "Quantum meruit is an equitable remedy which does not arise out of a contract, but is independent of it." Vortt Exploration, 787 S.W.2d at 944. A party may recover under quantum meruit only when there is no express contract covering the services or materials furnished. Vortt Exploration, 787 S.W.2d at 944; see Kellogg, 166 S.W.3d at 740. Thus, a claim for quantum meruit and a contract claim are "mutually exclusive." Doctors Hosp. 1997, L.P. v. Sambuca Houston, L.P., 154 S.W.3d 634, 637 n. 1 (Tex.App.-Houston [14th Dist.] 2004, pet. abated); see Kellogg, 166 S.W.3d at 740; Vortt Exploration, 787 S.W.2d at 944. The Airport sues Skyleasing in quantum meruit because Skyleasing was not a party to the lease, and, therefore, the Airport cannot hold Skyleasing liable for the fuel and storage charges pursuant to the terms of the lease. In essence, the Airport pleads a claim against Skyleasing that eliminates the need to rely on a contract.
Skyleasing suggests that the Airport would have no claim against Skyleasing "but for" the existence of the lease because the Airport provided the storage services and fuel to Skyleasing's planes at ADS's request pursuant to the lease. However, since Grigson, the Fifth Circuit has clarified that the first prong is not satisfied simply because the signatory's claims against the non-signatory "touch matters" covered by the contract or "are dependent upon" the contract; instead, the signatory's claims must rely on the terms of the contract. See Hill v. G.E. Power Sys., Inc., 282 F.3d 343, 348-49 (5th Cir. 2002) (citing Grigson, 210 F.3d at 527). Although the Airport might not have a claim against Skyleasing "but for" the existence of the lease, the Airport is not required to prove any terms of the lease to assert its quantum meruit claim against Skyleasing.
Finally, Skyleasing notes that the Airport attached to its petition ledger sheets showing fuel charges for the planes. Skyleasing states that these charges are based on the "flight school" prices specified in the lease. Thus, Skyleasing suggests the Airport must rely on the terms of the lease to assert its claim against Skyleasing because it seeks to recover the prices for fuel that were specified in the lease. The Airport's purpose in attaching the ledger sheets is not clear. However, the Airport refers to the ledger sheets when mentioning it placed liens on the planes for unpaid fuel and storage services. The Airport does not refer to the ledger sheets when requesting monetary damages from Skyleasing. Instead, the Airport pleads for the "reasonable value" of the services as allowed under the quantum meruit doctrine. See Hudson v. Cooper, 162 S.W.3d 685, 688 (Tex.App.-Houston [14th Dist.] 2005, no pet.) (recognizing measure of quantum meruit recovery is reasonable value of the services). Consequently, the Airport does not rely on the terms of the lease when seeking monetary damages from Skyleasing.
In sum, the Airport need not, and cannot, rely on the terms of the lease to assert its quantum meruit claim against Skyleasing. Accordingly, we hold the trial court did not abuse its discretion by finding that the first Grigson prong is not satisfied.
B. Whether the Airport Raises Allegations of "Substantially Interdependent and Concerted Misconduct" by Both Skyleasing and ADS.
Skyleasing contends the second Grigson prong is satisfied because the Airport raises allegations of "substantially interdependent and concerted misconduct" by Skyleasing and ADS. Whether this second prong is satisfied presents a more difficult question because the Grigson court did not define a precise standard for determining what constitutes "substantially interdependent and concerted misconduct," and Texas courts have not applied a uniform standard. Some Texas courts have suggested that this prong is satisfied if the allegations against a signatory and non-signatory are "based upon the same operative facts and are inherently inseparable." See Brown, 102 S.W.3d at 249-50; Eagle Global Logistics, 89 S.W.3d at 764-66. Other Texas courts have found this prong satisfied based upon the allegations of the particular case without mentioning whether the allegations are "based upon the same operative facts and are inherently inseparable." See McMillan v. Computer Translation Sys. Support, Inc., 66 S.W.3d 477, 482-83 (Tex.App.-Dallas 2001, orig. proceeding); Universal Computer Consulting Holding, Inc. v. Hillcrest Ford Lincoln-Mercury, Inc., Nos. 14-04-00819-CV, 14-04-01103-CV, 2005 WL 2149508, at *8 (Tex.App.-Houston [14th Dist.] September 8, 2005, orig. proceeding).
Prior to Grigson, this court required a signatory plaintiff to arbitrate if its claims against a non-signatory and a signatory defendant were "based on the same operative facts" and were "inherently inseparable"; however, in those cases, each non-signatory was an affiliate corporation, officer, or director of a signatory defendant, and the same claims were made against the non-signatory and the signatory defendant and/or the claims sounded in alter ego. See In re Educ. Mgmt. Corp., Inc., 14 S.W.3d 418, 424-25 (Tex.App.-Houston [14th Dist.] 2000, orig. proceeding); Valero Energy Corp., 2 S.W.3d at 593. However, since Grigson, at least one court has held that there need not be a corporate, agency, or employment relationship between the non-signatory and defendant signatory for the non-signatory to compel arbitration although such a relationship may be a factor for a court to consider when determining whether the claims are "inherently inseparable." See Eagle Global Logistics, 89 S.W.3d at 765-66.
We do not read the terms, "substantially interdependent and concerted misconduct" and "based upon the same operative facts and are inherently inseparable" as necessarily synonymous although some courts seem to use them interchangeably. See Brown, 102 S.W.3d at 249-50; Eagle Global Logistics, 89 S.W.3d at 764-66. Nevertheless, here, Skyleasing suggests the Airport's allegations against ADS and Skyleasing are "based upon the same operative facts and are inherently inseparable." Regardless of how Texas courts have interpreted this second Grigson prong, Skyleasing does not cite, and we have not found, a case in which the prong was satisfied under facts substantially similar to this case.
Skyleasing relies heavily on Eagle Global Logistics. In that case, the plaintiff sued a former employee for breach of contract, theft of trade secrets and confidential information, tortious interference with business relationships, and civil conspiracy. Eagle Global Logistics, 89 S.W.3d at 763-64. The plaintiff alleged that the employee violated his employment contract by disclosing the plaintiff's trade secrets and confidential information to his new employer and soliciting the plaintiff's customers. See id. The plaintiff also sued the new employer and several related parties for theft of trade secrets and confidential information, tortious interference with business relationships, and civil conspiracy. Id. The court of appeals held that the plaintiff was required to arbitrate its claims against the new employer and its related parties although they were not parties to the contract between the plaintiff and the employee which contained the arbitration agreement. See id. at 764-66. The court found that the plaintiff alleged "substantially interdependent and concerted misconduct" by all the defendants. See id. The court emphasized that the plaintiff alleged claims jointly "against all defendants" and alleged "concerted, coordinated acts" by all the defendants. Id. at 765. In fact, courts have been quick to find the second Grigson prong satisfied when a signatory makes claims against a signatory and a non-signatory collectively and/or alleges some type of joint conduct.
With respect to the cause of action for theft of trade secrets and confidential information, the plaintiff alleged the new employer and its related entities " assisted, ratified, and benefitted" from the employee's misconduct by utilizing and profiting from his theft of confidential information. Eagle Global Logistics, 89 S.W.3d at 765 (Emphasis in original). With respect to the cause of action for civil conspiracy, the plaintiff alleged that all the defendants "secretly conspired, agreed, and endeavored to deprive" the plaintiff of confidential information, current and prospective business, and business goodwill. Id. (Emphasis in original).
See, e.g., Hill, 282 F.3d at 349 (plaintiff signatory alleged non-signatory and defendant signatory "worked in tandem" to misappropriate trade secrets and fraudulently induce plaintiff to contract with them); Jureczki v. Banc One Texas, N.A., 252 F.Supp.2d 368, 375-78 (S.D. Tex. 2003), aff'd, 75 Fed. Appx. 272 (5th Cir. 2003) (plaintiff signatories made factual and legal allegations against nonsignatories and signatories collectively as "defendants," and allegation that all defendants acted in concert to defraud plaintiffs was at the heart of all the claims); Brown, 102 S.W.3d at 249-50 (plaintiff signatory alleged signatory corporation breached their contract and four non-signatory officers of the corporation committed fraud and negligent misrepresentation by representing corporation was able to perform the contract; one officer executed the contract on behalf of the corporation and the plaintiff "lumps" all four officers together with regard to the fraud and negligent misrepresentation allegations); Universal Computer, 2005 WL 2149508, at *8 (plaintiff signatory asserted all legal causes of action against the defendants collectively and asserted no independent legal causes of action or factual allegations against non-signatories).
In contrast, the Airport does not allege any joint and concerted conduct by ADS and Skyleasing, such that the claims against ADS and Skyleasing cannot be resolved separately; there is no allegation that they somehow conspired or otherwise joined in an effort to use the Airport's hangars and fuel without paying for the services. Moreover, the Airport has not alleged the same causes of action collectively against ADS and Skyleasing.
The Airport did plead that "Defendants" are attempting to sell the planes to support its request for a temporary injunction. However, the Airport has not asserted any joint conduct with respect to its claims for monetary damages.
As Skyleasing notes, the Airport seems to plead for attorneys' fees against ADS and Skyleasing collectively because it "seeks recovery of all its attorneys fees and expenses pursuant to the express terms of the lease, Tex. Civ. Prac. Rem. Code § 38.001 et seq., and Texas Property Code § 70.301 et. seq." If read in isolation, this paragraph might support a conclusion that the Airport asserts interdependent claims against ADS and Skyleasing. However, a claim for attorneys' fees necessarily would be dependent upon the underlying cause of action. Because the Airport's underlying claim against ADS is breach of contract and its underlying claim against Skyleasing is quantum meruit, the Airport does not assert interdependent claims simply because it pleads for attorneys' fees against ADS and Skyleasing collectively.
Nonetheless, "[e]ach case, of course, turns on its facts." Grigson, 210 F.3d at 527. We acknowledge that, in the instant case, whether the allegations satisfy the second Grigson prong is a "close call." On the one hand, the Airport's allegations against ADS and Skyleasing both stem from same underlying fact — the Airport was not paid for storage services and fuel provided to Skyleasing's planes. The Airport alleges that ADS obtained the storage services and fuel pursuant to the lease. The Airport alleges Skyleasing benefitted from the storage services and fuel as owner of the planes. In short, the Airport seeks to hold both parties liable for the unpaid storage services and fuel.
On the other hand, the Airport asserts distinct theories of liability against each party and need not prove the same facts to support each theory. See Tarrant Reg'l Water Dist. v. Gragg, 151 S.W.3d 546, 557 (Tex. 2004) (recognizing breach-of-contract and quantum meruit claims have different elements of proof). To prevail on its breach-of-contract claim against ADS, the Airport must prove the following: (1) the existence of the lease; (2) the Airport performed or tendered performance under the lease; (3) ADS breached the lease; and (4) the Airport sustained damages as a result of ADS's breach. See Roof Sys., Inc. v. Johns Manville Corp., 130 S.W.3d 430, 442 (Tex.App.-Houston [14th Dist.] 2004, no pet.) (setting forth elements of breach-of-contract claim). To prevail on its quantum meruit claim against Skyleasing, the Airport must prove the following: (1) it rendered valuable services or furnished materials; (2) for Skyleasing; (3) Skyleasing accepted and enjoyed the services or materials; and (4) Skyleasing had reasonable notice that the Airport, in performing the services or providing the materials, expected payment. See Vortt Exploration, 787 S.W.2d at 944 (setting forth elements of quantum meruit claim).
Skyleasing contends it is not liable to the Airport because ADS — not Skyleasing — obtained the storage services and fuel. Although Skyleasing ultimately may defeat the quantum meruit claim on that basis, the Airport need not allege that ADS obtained the storage services and fuel to pursue a quantum meruit claim against Skyleasing as owner of the planes. See id. Thus, although the Airport's claims against ADS and Skyleasing stem from the same underlying fact, the law allows the Airport to assert independent claims against each party. Consequently, we cannot conclude the claims necessarily are "based upon the same operative facts and are inherently inseparable."
We note that our evaluation of both Grigson prongs overlaps in this case. The fact that a breach-of-contract claim and a quantum meruit claim are mutually exclusive, independent, and have different elements of proof, guides to a certain extent our conclusion that the claims against ADS and Skyleasing are not "based upon the same operative facts and . . . inherently inseparable." However, equitable estoppel "is much more readily applicable" when both independent prongs are satisfied. Grigson, 210 F.3d at 527-28. Therefore, based on the particular circumstances of this case, we may be guided by overlapping considerations.
Moreover, we are constrained by the abuse-of-discretion standard. See Grigson, 210 F.3d at 528; Meyer, 126 S.W.3d at 317; Tex. Enters., Inc., 59 S.W.3d at 249; see also Hill, 282 F.3d at 349 (recognizing that, when deciding whether to apply the Grigson equitable estoppel doctrine, "the district court is better equipped to make the call than this court, and we do not lightly override that discretion."); In re Weekley Homes, L.P., 180 S.W.3d 127, 134-35 (Tex. 2005) (recognizing, albeit in opposite situation where signatory sought to compel arbitration of non-signatory's claims under direct-benefits estoppel, that "the equitable nature of the doctrine may render firm standards inappropriate, requiring trial courts to exercise some discretion based on the facts of each case."). Because Skyleasing does not cite a case finding "substantially interdependent and concerted misconduct" in a similar situation and this case does present a "close call," we cannot conclude the trial court acted in an "arbitrary or unreasonable" manner or "without reference to any guiding rules and principles" by finding the second Grigson prong is not satisfied. See Downer, 701 S.W.2d at 241-42.
Finally, "a party's right to litigate a dispute that the party has not agreed to arbitrate is at least as worthy of protection as a bargained-for right to arbitration." Yazdani-Beioky v. Bhandara, No. 14-00-01509-CV, 2001 WL 1429414, at * 3, (Tex.App.-Hous. [14 Dist.] Nov. 15, 2001, no pet.) (not designated for publication) (citing Freis, 877 S.W.2d at 284); see Jenkens Gilchrist, 87 S.W.3d at 201. Because the "limited" circumstances warranting application of the equitable estoppel doctrine are not clearly satisfied here, we hold the trial court did not abuse its discretion by finding the Airport should not lose its right to litigate its dispute with Skyleasing — a complete stranger to the lease.
Accordingly, we overrule Skyleasing's sole issue and affirm the trial court's order denying Skyleasing's motion to compel arbitration.