CARRIERS SHARED SERVICES AND KIRBY TURNER v. ADILENE GONZALEZ INDIVIDUALLY AND AS NEXT FRIEND OF JR MINOR MARISA RAMOS AS NEXT FRIEND OF MINOR AND PRISCILLA ZAPATA AS NEXT FRIEND OF MINOR (2026)

OPINION

In this wrongful-death case, the decedent's employer and a co-worker of the decedent appeal the trial court's interlocutory order denying their motion to compel arbitration of various claims asserted by the decedent's widow and people acting on behalf of decedent's three minor children arising out of decedent's death while working for the employer. Concluding that the trial court erred in denying the motion, we reverse and remand.

I. FACTUAL AND PROCEDURAL BACKGROUND

Appellant/defendant R&L Carriers Shared Services, L.L.C. (“Shared Services”) elected not to provide workers' compensation insurance for its employees and thus is a nonsubscriber under the Texas Workers' Compensation Act. Instead, there is a separate “Work Related Injury Plan” (the “Plan”), which provides benefits to Shared Services's Texas employees who are injured while working in the course and scope of their employment. Upon becoming an employee of Shared Services, each Texas employee is automatically deemed a “Participant” and entitled to basic benefits under the Plan.

In addition to the basic benefits which are automatically provided by the Plan, a Texas employee has the option to elect to obtain enhanced benefits. No employee is required to obtain enhanced benefits to maintain their employment with Shared Services. To obtain enhanced benefits, a Texas employee must agree to be subject to and bound by a “Nonsubscriber Agreement to Alternative Dispute Resolution Including Arbitration of Claims for Texas Employees” (the “ADR Agreement”). Texas employees make the election by signing and returning a written election form.

The ADR Agreement provides that “[a]ll disputes between the Claimant and Company concerning Covered Claim(s) shall be resolved by ADR as set forth in this Agreement.” The ADR Agreement requires that “[a]ll Covered Claims shall be first submitted to mediation,” and states that mediation is a condition precedent to binding arbitration. Under the ADR Agreement “[i]n the event the parties mediate all Covered Claims in accordance with the provisions of this Agreement and such mediation fails to resolve all Covered Claim(s), such unresolved Covered Claim(s) will be resolved by binding arbitration as hereinafter set forth in this Agreement.”

Shared Services employed decedent Jorge Gonzalez (“Decedent”) as a “loader” at a service center terminal in Waller, Texas. Decedent's work duties primarily involved loading freight into trailers for an over-the-road interstate motor carrier. Decedent worked for a while for Shared Services without electing to obtain enhanced benefits. On January 9, 2024, Decedent signed and returned an “Election and Beneficiary Designation Form,” electing to receive enhanced benefits (the “Election Form”). In that instrument Decedent elected to receive enhanced benefits and thereby “agree[d] to be subject to, and bound by, the terms of the [ADR Agreement] for covered claims made on or after the Effective Date [December 15, 2023].” Decedent also acknowledged his receipt of a copy of the Plan and a copy of the ADR Agreement.

On February 20, 2024, Decedent died in a workplace accident at the Waller terminal while working for Shared Services (the “Accident”). According to the live petition in the trial court below, while Decedent was cleaning around a loading dock area, appellant/defendant Kirby Turner, an employee of Shared Services, was operating a commercial vehicle with a trailer attached to it, and Turner backed the trailer into or over Decedent, killing him. The next day, the lawyer who would be appellees' counsel of record in the trial court (“Plaintiffs' Counsel”) sent a notice of representation and preservation letter relating to the Accident. The day after that, counsel for Shared Services sent an email to Plaintiffs' Counsel identifying himself as a lawyer for Shared Services, expressing condolences, and providing copies of Decedent's signed Election Form, the Plan, and the ADR Agreement. Shared Services' lawyer also (1) stated that Decedent had elected enhanced benefits and had agreed to be bound by the ADR Agreement; and (2) requested “compliance with the terms and requirements of the ADR [A]greement.”

Four days later, on February 26, 2024, appellees/plaintiffs Adilene Gonzalez, individually and as next friend of J.G., Jr., a minor; Marisa Ramos, as next friend of Y.N.G., a minor; and Priscilla Zapata, as next friend of Y.I.G., a minor (collectively the “Gonzalez Parties”) filed suit in the trial court against Turner and R&L Carriers, Inc. The Gonzalez Parties later voluntarily dismissed their claims against R&L Carriers, Inc. and added Shared Services as a defendant. In their live petition, the Gonzalez Parties assert a wrongful-death action against Turner and Shared Services (collectively the “R&L Parties”), alleging negligence, negligence per se, and gross negligence.¹ The Gonzalez Parties allege that Shared Services is vicariously liable for Turner's actions under the doctrine of respondeat superior. The Gonzalez Parties seek to recover damages for pecuniary loss, loss of society and companionship, and mental anguish, as well as exemplary damages and declaratory relief.

On March 19, 2024, after the Gonzalez Parties had filed suit, counsel for the Gonzalez Parties sent a “Notice of Representation & Claim” to “R+L Carriers, Inc.” The notice stated that counsel's firm had reviewed the “Work Related Injury Plan” signed by the Decedent. Counsel asserted that his clients' claims are not subject to the “Plan and the alternate dispute resolution ․ and arbitration provisions contained therein.” The notice did not contain any request by the Gonzalez Parties to mediate any claim. Counsel stated that out of an abundance of caution, the Gonzalez Parties were providing notice of claim to the Plan Administrator pursuant to the Plan. Counsel said that by providing notice of claim the Gonzalez Parties were not invoking “the ADR provision of the Plan,” were not seeking benefits under the Plan, and were not waiving any argument that they might have in opposition to any motion to compel arbitration that might be filed in the trial court.

On April 15, 2024, counsel for the R&L Parties sent a letter to counsel for the Gonzalez Parties asking that the Gonzalez Parties dismiss their claims in the trial court, and that if they intended to pursue any claims arising from or relating to the Accident, that the Gonzalez Parties abide by the terms of the ADR Agreement in doing so. The Gonzalez Parties did not comply with these requests and continued to pursue their claims in the trial court. In July 2024 counsel for the R&L Parties emailed a letter to counsel for the Gonzalez Parties stating that unless he was notified by return email before noon the next day that the Gonzalez Parties: (1) agreed to dismiss their lawsuit; (2) agreed to mediate their claims and, if resolution of their claims is not reached through mediation or otherwise, confirm that the Gonzalez Parties will initiate arbitration or agree to arbitration of their claims under the ADR Agreement; and (3) withdrew their pending discovery motion, it would be taken as confirmation that the Gonzalez Parties refused to agree to these matters, and the R&L Parties would file a motion to compel compliance with the ADR Agreement. The Gonzalez Parties did not so respond.

The R&L Parties filed a motion to compel compliance with the ADR Agreement, in which the R&L Parties also asked the trial court to dismiss, stay, or abate the lawsuit (“Motion to Compel”). In the motion the R&L Parties argued, among other things, that when an agreement requires the parties to mediate before arbitration, a party who proceeds first to litigation waives the right to mediation and cannot assert that a mediation provision is a condition precedent to arbitration. The R&L Parties asserted that by filing suit without first seeking mediation, the Gonzalez Parties had waived any argument that arbitration may not proceed because the condition precedent of mediation has not occurred.

The Gonzalez Parties opposed the Motion to Compel. After holding a non-evidentiary hearing the trial court signed an order denying the Motion to Compel without specifying a ground for its ruling. The R&L Parties timely perfected this interlocutory appeal from the trial court's order.

II. ISSUES AND ANALYSIS

Under their first issue the R&L Parties assert that the trial court erred by denying the Motion to Compel. Under their second issue the R&L Parties assert that the trial court erred by refusing to dismiss, stay, or abate the trial court proceeding. Absent an enforceable agreement to delegate disputes regarding one or more arbitrability issues to the arbitrator, a party seeking to compel arbitration must establish that (1) a valid arbitration agreement exists and (2) the claims at issue are within the scope of the agreement.² See Chamberlain, Hrdlicka, White, Williams & Aughtry, P.C. v. Van Eps, No. 14-24-00446-CV, 2025 WL 2078191, at *3 (Tex. App.—Houston [14th Dist.] Jul. 24, 2025, no pet.). If these two showings are made, the burden shifts to the party opposing arbitration to present a valid defense to the agreement, and absent evidence supporting such a defense, the trial court must compel arbitration. J.M. Davidson, Inc. v. Webster, 128 S.W.3d 223, 227–28 (Tex. 2003); In re J.D. Edwards World Solutions Co., 87 S.W.3d 546, 549 (Tex. 2002). Whether a non-signatory to an arbitration agreement may compel arbitration under the agreement or whether a non-signatory may be compelled to arbitrate under the agreement goes to the validity of the arbitration agreement. See In re Rubiola, 334 S.W.3d 220, 223–24 (Tex. 2011). Though there is a strong presumption favoring arbitration, that presumption arises only after the party seeking to compel arbitration proves that a valid arbitration agreement exists. See J.M. Davidson, Inc., 128 S.W.3d at 227. We review the denial of a motion to compel arbitration for an abuse of discretion, reviewing matters of law de novo, but deferring to any fact findings by the trial court. See In the Estate of Guerrero, 465 S.W.3d 693, 700–01, 705 (Tex. App.—Houston [14th Dist.] 2015, pet. denied) (en banc). When, as in today's case, the trial court files no findings of fact or conclusions of law, it is implied that the trial court made all necessary findings of fact to support its ruling. See id. at 701. We review de novo the trial court's determinations as to whether a valid arbitration agreement exists, whether the claims fall within the scope of the agreement, whether the agreement is binding on a non-signatory, and whether a non-signatory may enforce the agreement. See Lennar Homes of Texas Land & Construction, Ltd. v. Whiteley, 672 S.W.3d 367, 376 (Tex. 2023); Henry v. Cash Biz, LP, 551 S.W.3d 111, 115 (Tex. 2018).

A. Does the Federal Arbitration Act apply to the ADR Agreement?

The ADR Agreement is silent as to whether the Federal Arbitration Act (“FAA”) applies. The R&L Parties assert that the FAA applies, and the Gonzalez Parties do not contest this assertion. The FAA applies to an arbitration agreement in any contract involving interstate commerce, to the full extent of the Commerce Clause of the United States Constitution. See 9 U.S.C. § 2; Allied–Bruce Terminix Co. v. Dobson, 513 U.S. 265, 277–81, 115 S.Ct. 834, 839–41, 130 L.Ed.2d 753 (1995); In re Nexion Health at Humble, Inc., 173 S.W.3d 67, 69 (Tex. 2005). To be applicable, the FAA does not require a substantial effect on interstate commerce; it requires only that commerce be involved or affected. See In re L & L Kempwood Assocs., 9 S.W.3d 125, 127 (Tex. 1999). Interstate commerce may be shown in a variety of ways, including: (1) location of a party's headquarters in another state; (2) transportation of materials across state lines; (3) manufacture of parts in a different state; (4) billings prepared out of state; and (5) interstate mail and phone calls in support of a contract. See Omoruyi v. Grocers Supply Co., Inc., No. 14-09-00151-CV, 2010 WL 1992585, at *3 (Tex. App.—Houston [14th Dist.] May 20, 2010, no pet.) (mem. op.).

The R&L Parties submitted uncontroverted evidence showing that (1) Shared Services is an Ohio limited liability company with its principal place of business in Ohio; (2) Decedent was a Texas resident who worked for Shared Services in Texas; and (3) Decedent's work duties for Shared Services primarily involved the loading of freight into trailers for an over-the-road interstate motor carrier whose business activities involved sorting and moving commercial freight. Therefore, the ADR Agreement involves or affects interstate commerce, and the FAA applies to the ADR Agreement.³ See Omoruyi, 2010 WL 1992585, at *3–4; Royce Homes, L.P. v. Bates, 315 S.W.3d 77, 85 (Tex. App.—Houston [1st Dist.] 2010, no pet.).

B. Does a valid arbitration agreement exist?

To form an agreement there must be an offer, acceptance of the offer in strict compliance with its terms, a meeting of the minds, and mutual assent to the terms. See Van Eps, 2025 WL 2078191, at *5. The FAA does not require that arbitration agreements be signed, so long as they are written and agreed to by the parties. In re Polymerica, LLC, 296 S.W.3d 74, 76 (Tex. 2009).

In construing the ADR Agreement, our primary concern is to ascertain and give effect to the intentions of the parties as expressed in the contract. Kelley-Coppedge, Inc. v. Highlands Ins. Co., 980 S.W.2d 462, 464 (Tex. 1998); Carter v. Z.B., N.A., 578 S.W.3d 613, 618–19 (Tex. App.—Houston [14th Dist.] 2019, no pet.). To ascertain the parties' true intentions, we examine the entire agreement in an effort to harmonize and give effect to all provisions of the contract so that none will be rendered meaningless. MCI Telecomms. Corp. v. Tex. Utils. Elec. Co., 995 S.W.2d 647, 652 (Tex. 1999). Whether an agreement is ambiguous is a question of law for the court. Heritage Res., Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996). An agreement is ambiguous when its meaning is uncertain and doubtful or is reasonably susceptible to more than one interpretation. Id. But, when a written agreement is worded so that it can be given a certain or definite legal meaning or interpretation, it is unambiguous, and the court construes it as a matter of law. Am. Mfrs. Mut. Ins. Co. v. Schaefer, 124 S.W.3d 154, 157 (Tex. 2003).

The evidence before the trial court, including the declaration of Sarah Vollman, proved as a matter of law the contents of the ADR Agreement, the Plan, and the Election Form, and that on January 9, 2024, Decedent signed and returned the Election Form. See Amazon.com Services, LLC v. De La Victoria, 711 S.W.3d 250, 263–64 (Tex. App.—Houston [14th Dist.] 2024, no pet.). Under the plain text of the Election Form, Decedent elected to receive enhanced benefits and thereby “agree[d] to be subject to, and bound by, the terms of the [ADR Agreement] for covered claims made on or after the Effective Date [December 15, 2023].” Decedent also acknowledged his receipt of a copy of the Plan and a copy of the ADR Agreement.

Under the unambiguous language of the ADR Agreement, Decedent is the “Covered Employee,” and the “Company” means the Covered Employee's employer—Shared Services. The ADR Agreement states that it was “entered into as of the date of execution of the [Election Form] that reflects agreement by Company as hereinafter defined and the Covered Employee to be subject to, and bound by, the terms of [the ADR Agreement].” “Claimant” means “a Covered Employee who asserts one or more Covered Claims.” The ADR Agreement states that “Claimant” also includes “a Claimant's spouse, children, parents, estate, successors and assigns bringing a claim on behalf of a Covered Employee.”

The term “Covered Claim(s)” means any and all claims included or described in Paragraph 3(a) and (b) of the ADR Agreement. Under Paragraph 3(b), the ADR Agreement “covers any and all claims for alleged personal injury suffered by Claimant while in the Course and Scope of Employment with Company, including but not limited to, claims for negligence, gross negligence, physical impairment, disfigurement, pain and suffering, mental anguish, lost earnings, loss of earning capacity, wrongful death, survival actions, loss of companionship, loss of consortium, loss of household services, medical and hospital expenses, expenses of transportation for medical treatment, expenses of drugs and medical appliances, emotional distress, exemplary or punitive damages, and all other alleged losses, damages or other relief, at law or in equity, under the common law, in tort, by contract, by statute or code, and/or otherwise arising out of or related to any personal injury.”⁴

The ADR Agreement provides that “[a]ll disputes between the Claimant and Company concerning Covered Claim(s) shall be resolved by ADR as set forth in this Agreement. In the ADR Agreement “ADR” refers to “the Alternative Dispute Resolution protocol as set forth in this Agreement, through which the Claimant and the Company agree to resolve Covered Claims.” The ADR Agreement provides that its ADR provisions “shall be the sole recourse, remedy[,] and forum with respect to any Covered Claims or any claim, dispute[,] or cause of action arising out of or relating to [the ADR Agreement].”

The Agreement provides that “[a]ll Covered Claims shall be first submitted to mediation” and that “[m]ediation is a condition precedent to further alternative dispute resolution including binding arbitration.” Paragraph 4(a) of the ADR Agreement provides that “[w]ithin thirty (30) days of the accrual of any Covered Claim, Claimant shall provide Company with written notice via certified or overnight mail of Claimant's contention that a Covered Claim exists.” This paragraph also provides as follows:

In response to Claimant's proper notice under this Agreement, Company shall, within sixty (60) days of such proper notice, or upon Company's receipt of the below information, whichever is later, provide Claimant with:

i. A copy of witness statements.

ii. Identification of all persons with knowledge of facts relevant to the Covered Claim and stating which of these persons was an eyewitness to the occurrence or was present at the time of the occurrence.

iii. Documents relevant to the Covered Claim.

iv. A copy of all documents Company obtains through an authorization for release which Claimant provides Company.

Paragraph 5 of the ADR Agreement states that if the parties mediate all Covered Clams in accordance with the provisions of the ADR Agreement and the mediation fails to resolve all Covered Claim(s), the unresolved Covered Claim(s) will be resolved by binding arbitration as set forth in the ADR Agreement, which provides for the appointment of a single arbitrator to administer and conduct the arbitration according to the terms and conditions of the ADR Agreement.

Paragraph 6 of the ADR Agreement addresses the consideration for the agreement. It provides that Company's and Claimant's promise to resolve claims and controversies by arbitration in accordance with the provisions of the ADR Agreement constitutes consideration for the agreement. It also states that Claimant's continued employment with Company after receiving notice of the institution of the ADR Agreement also constitutes consideration for the ADR Agreement. Finally, it says that the rights to enhanced coverage and benefits under the Plan also constitute consideration for the ADR Agreement.

As a matter of law the evidence establishes that a valid arbitration agreement exists between Decedent and Shared Services. See In re Palm Harbor Homes, Inc., 195 S.W.3d 672, 676 (Tex. 2006); Van Eps, 2025 WL 2078191, at *5; Amazon.com Services, LLC, 711 S.W.3d at 263–64.

C. May the ADR Agreement be enforced against the Gonzalez Partes who are non-signatories to the agreement?

The Gonzalez Parties are non-signatories to the ADR Agreement. They argue that even if the ADR Agreement was binding on Decedent, it does not bind them because they did not sign or assent to the ADR Agreement. Thus we must determine whether Shared Services may compel arbitration of the Gonzalez Parties' wrongful-death claims based on Gustavo's death and their request that the trial court make certain declarations that they allegedly are entitled to as the Decedent's wrongful-death beneficiaries.⁵ An obligation to arbitrate not only attaches to one who has personally signed the written arbitration agreement but may also bind a non-signatory under principles of contract law and agency. In re Rubiola, 334 S.W.3d at 224. The question of who is bound by an arbitration agreement is a function of the intent of the parties, as expressed in the terms of the arbitration agreement. Id.

The Covered Employee's spouse and children are included in the definition of “Claimant” in the ADR Agreement, and that agreement expressly states that it covers claims for wrongful death. Paragraph 12 of the ADR Agreement states that “Claimant and Company intend and expressly agree that any Covered Claim of Claimant's legal or common law spouse, children ․ that now exists or that may come into existence in the future which arises from, relates to, or is derivative of any Covered Claim, shall be resolved according to the terms and conditions of the [ADR Agreement].”

Under the Wrongful Death Act as it applies here, wrongful-death beneficiaries may pursue a cause of action “only if the individual injured would have been entitled to bring an action for the injury if the individual had lived.” Tex. Civ. Prac. & Rem. Code Ann. § 71.003(a) (West, Westlaw through 2025 2d C.S.); In re Labatt Food Serv., L.P., 279 S.W.3d 640, 644 (Tex. 2009). The Supreme Court of Texas has consistently held that the right of statutory beneficiaries to maintain a wrongful-death claim is entirely derivative of the decedent's right to have sued for his own injuries immediately prior to his death. See In re Labatt Food Serv., L.P., 279 S.W.3d at 644; BFS Group LLC v. De Leon, No. 14-24-00548-CV, 2025 WL 2394091, at *14 (Tex. App.—Houston [14th Dist.] Aug. 19, 2025, pet. filed). Thus, it is well established that statutory wrongful-death beneficiaries' claims place them in the exact “legal shoes” of the decedent, and they are subject to the same defenses to which the decedent's claims would have been subject. See In re Labatt Food Serv., L.P., 279 S.W.3d at 644; BFS Group LLC, 2025 WL 2394091, at *14. Regardless of the fact that wrongful-death beneficiaries are seeking compensation for their own personal loss, they still stand in the decedent's legal shoes and are bound by his agreement. See In re Labatt Food Serv., L.P., 279 S.W.3d at 646. Therefore, in asserting their respective wrongful-death claims, the Gonzalez Parties are bound by the ADR Agreement just as Decedent was, and Shared Services may compel the Gonzalez Parties to arbitrate their claims under the ADR Agreement. See In re Labatt Food Serv., L.P., 279 S.W.3d at 643–47; BFS Group LLC, 2025 WL 2394091, at *14.

D. May Turner, a non-signatory, enforce the ADR Agreement against the Gonzalez Partes?

The Gonzalez Parties also argue that Turner, a non-signatory to the ADR Agreement, may not compel arbitration of the Gonzalez Parties' claims against him. An obligation to arbitrate not only attaches to one who has personally signed the written arbitration agreement but may also bind a non-signatory under principles of contract law and agency. In re Rubiola, 334 S.W.3d at 224. The question of who is bound by an arbitration agreement is a function of the intent of the parties, as expressed in the terms of the arbitration agreement. Id. Here, the question is not whether a non-signatory may be compelled to arbitrate, but rather whether a non-signatory may compel arbitration of the claims asserted against him. One situation in which a non-signatory may be able to compel arbitration is if the non-signatory is a third-party beneficiary of the arbitration agreement. See In re Palm Harbor Homes, Inc., 195 S.W.3d at 677. The R&L Parties argue that Turner is a third-party beneficiary of the ADR Agreement.

As a general rule, the benefits and burdens of a contract belong solely to the contracting parties, and no person can sue upon a contract unless the person is a party to or in privity with it. See First Bank v. Brummitt, 519 S.W.3d 95, 102 (Tex. 2017). An exception to this general rule permits a person who is not a party to the contract to sue for breach of the contract if the person qualifies as a third-party beneficiary. Id. Absent a statutory or other legal rule to the contrary, a person's status as a third-party beneficiary depends solely on the contracting parties' intent. Id. Specifically, a person seeking to establish third-party-beneficiary status must demonstrate that the contracting parties “intended to secure a benefit to that third party” and “entered into the contract directly for the third party's benefit.” Id. To create a third-party beneficiary, the contracting parties must have intended to grant the third party the right to be a “claimant” in the event of a breach. Id. To determine whether the contracting parties intended to directly benefit a third party and entered into the contract for that purpose, courts must look solely to the contract's language, construed as a whole. Id. The contract must include “a clear and unequivocal expression of the contracting parties' intent to directly benefit a third party,” and any implied intent to create a third-party beneficiary is insufficient. Id. at 103.

Paragraph 12 of the ADR Agreement provides that “Claimant and Company intend and expressly agree that any claim or Covered Claim against Company's ․ employees, agents, predecessors, and successors (all of whom Claimant acknowledges are intended beneficiaries of [the ADR Agreement]) that arises from, relates to, or is derivative of any Covered Claim of Company, shall be resolved according to the terms and conditions of [the ADR Agreement].”⁶ Thus, under the plain text of the ADR Agreement, Shared Services' employees are intended beneficiaries of the ADR Agreement, and all claims against Shared Services' employees that arise from, relate to, or are derivative of any Covered Claim shall be resolved according to the terms and conditions of the ADR Agreement. That text would be rendered meaningless if Shared Services' employees were unable to enforce a Claimant's obligation to comply with the ADR Agreement as to claims against employees that arise from, relate to, or are derivative of any Covered Claim. See ConocoPhillips Co. v. Graham, No. 01–11–00503–CV, 2012 WL 1059084, at *6 (Tex. App.—Houston [1st Dist.] Mar. 29, 2012, no pet.) (mem. op.).

The benefit conferred on employees of Shared Services—the right to enforce the ADR Agreement as to claims against them arising from, relating to, or derivative of a Covered Claim—is not merely incidental; rather it is necessary to effectuate one of the purposes of the ADR Agreement—the application of the ADR Agreement to any claims against Shared Services employees arising from, relating to, or derivative of a Covered Claim. See id. at *7. Under the unambiguous language of the ADR Agreement, Turner, a Shared Services employee, is a third-party beneficiary of the ADR Agreement who has the right to enforce the agreement against the Gonzalez Parties, whose claims against Turner arise from, relate to, or are derivative of their Covered Claims against Shared Services. See BFS Group LLC, 2025 WL 2394091, at *11; ConocoPhillips Co., 2012 WL 1059084, at *6–7. The evidence before the trial court proves as a matter of law that Turner is an employee of Shared Services. Thus, Turner is a third-party beneficiary of the ADR Agreement entitled to enforce the ADR Agreement against the Gonzalez Parties. See In re NEXT Fin. Group, Inc., 271 S.W.3d 263, 267 (Tex. 2008); In re Palm Harbor Homes, Inc., 195 S.W.3d at 677; BFS Group LLC, 2025 WL 2394091, at *11.

E. Are the Gonzalez Parties' claims within the scope of the ADR Agreement?

The R&L Parties assert that the trial court erred in impliedly denying the Motion to Compel on the ground that the Gonzalez Parties' claims are not within the scope of the ADR Agreement. Any doubts as to whether the claims in question fall within the scope of the arbitration clause must be resolved in favor of arbitration. See Prudential Sec. Inc. v. Marshall, 909 S.W.2d 896, 899 (Tex. 1995). A court should not deny arbitration unless the court can say with positive assurance that the arbitration agreement is not susceptible of an interpretation that would cover the claims at issue. Id. In determining whether a claim falls within the scope of an arbitration agreement, the court must focus on the factual allegations, rather than the legal claims asserted. Id. at 900. Nonetheless, the strong policy in favor of arbitration cannot serve to stretch a contractual clause beyond the scope intended by the parties or to allow modification of the unambiguous meaning of the arbitration clause. See Osornia v. AmeriMex Motor & Controls, Inc., 367 S.W.3d 707, 712 (Tex. App.—Houston [14th Dist.] 2012, no pet.).

The Gonzalez Parties—the Decedent's spouse and children—are included in the definition of “Claimant” in the ADR Agreement, and that agreement expressly states that it covers claims for wrongful death, which are Covered Claims. Under the ADR Agreement, “any Covered Claim of Claimant's legal or common law spouse, children ․ that now exists or that may come into existence in the future which arises from, relates to, or is derivative of any Covered Claim, shall be resolved according to the terms and conditions of the [ADR Agreement].” Under the ADR Agreement, Turner, as a Shared Services employee, is a third-party beneficiary of the agreement who has the right to enforce the agreement against the Gonzalez Parties, whose claims against Turner arise from, relate to, or are derivative of their Covered Claims against Shared Services. See BFS Group LLC, 2025 WL 2394091, at *11. There is no express provision excluding the Gonzalez Parties' claims from arbitration, nor is there forceful evidence of a purpose to exclude these claims from arbitration. Therefore, the Gonzalez Parties' claims are within the scope of the ADR Agreement. See Henry, 551 S.W.3d at 115–16.

The Gonzalez Parties argue that their claims are not within the scope of the arbitration agreement because under the ADR Agreement mediation is a condition precedent to binding arbitration, and the parties only agree to arbitrate the Covered Claims that are not resolved by mediation. The Gonzalez Parties rely on this court's opinion in In re Igloo Products Corporation. See 238 S.W.3d 574, 578–81 (Tex. App.—Houston [14th Dist.] 2007, orig. proceeding [mand. denied]). Though the Gonzalez Parties accurately describe the parties' agreement to arbitrate, the R&L Parties asserted in the Motion to Compel that the Gonzalez Parties waived the mediation condition precedent by filing this lawsuit rather than mediating, even after the R&L Parties' counsel presented the Gonzalez Parties' counsel with copies of the ADR Agreement, the Election Form, and the Plan. This waiver theory has merit under this court's opinion in Rodriguez v. Texas Leaguer Brewing Company L.L.C. See 586 S.W.3d 423, 430 (Tex. App.—Houston [14th Dist.] 2019, pet. denied). The In re Igloo case is not on point here because in that case the parties moving to compel arbitration did not address the mediation condition precedent in their motion; they did not plead or prove that mediation had occurred or that the claims fell within the category of claims that could not be resolved through mediation. See In re Igloo Prods. Corp., 238 S.W.3d at 579. The parties seeking to compel arbitration in In re Igloo did not assert that the plaintiffs had waived the mediation condition precedent. See id. Under the Rodriguez precedent, because the Gonzalez Parties filed suit without first seeking mediation, they have waived their right to insist on mediation before arbitration and cannot rely on their own failure to request mediation as a condition precedent to arbitration. See Rodriguez, 586 S.W.3d at 430.

The Gonzalez Parties also rely upon Nordling v. Haake. See No. 14-20-00300-CV, 2022 WL 30056, at *3 (Tex. App.—Houston [14th Dist.] Jan. 4, 2022, no pet.) (mem. op.). The Nordling court concluded that the Rodriguez precedent did not apply and that the parties resisting arbitration did not waive their right to insist on mediation as a condition precedent to arbitration because these parties did not file suit in the trial court; rather the parties seeking arbitration filed suit. See id. The Nordling case is not on point here because the Gonzalez Parties filed suit.

The trial court erred to the extent it denied the Motion to Compel on the ground that the Gonzalez Parties' claims are not within the scope of the ADR Agreement. See Henry, 551 S.W.3d at 115–16.

F. Did the Gonzalez Parties present a valid defense?

Because the R&L Parties established that (1) a valid arbitration agreement exists and (2) the claims at issue are within the scope of the agreement, the burden shifted to the Gonzalez Parties to present a valid defense to the ADR Agreement, and absent evidence supporting such a defense, the trial court was required to compel arbitration. See J.M. Davidson, Inc., 128 S.W.3d at 227–28.

The Gonzalez Parties assert that their wrongful-death claims are not covered by the Plan, and therefore these claims do not fall within the scope of the ADR Agreement. Though the Plan and the ADR Agreement are related, they are two separate instruments. Nothing in the ADR Agreement provides that the Plan must provide coverage for a claim before that claim may be covered by the ADR Agreement. To the contrary, Paragraph 3(c) of the ADR Agreement provides that the agreement does not apply to claims for benefits under the Plan. Therefore, even if the Plan does not cover the Gonzalez Parties' claims, this lack of coverage is not relevant to the issue of whether the Gonzalez Parties' claims fall within the scope of the ADR Agreement. See In re Choice Homes, Inc., 174 S.W.3d 408, 415 (Tex. App.—Houston [14th Dist.] 2005, orig. proceeding).

The Gonzalez Parties also assert that an irreconcilable conflict exists between the provisions of the ADR Agreement requiring arbitration and the part of the Plan that requires litigation to challenge a denial of benefits under the Plan. The Gonzalez Parties claim that because of this irreconcilable conflict, there was no meeting of the minds as to the arbitration of claims, and both provisions must be stricken. Presuming for the sake of argument that the Gonzalez Parties presented this argument in the trial court, there is no irreconcilable conflict. The Plan provides for litigation against the Plan to challenge the denial of Plan benefits by the Claims Administrator, and the ADR Agreement, which does not cover claims for Plan benefits, requires that the claims covered by the ADR Agreement be resolved by ADR.

Paragraph 5(e) of the ADR Agreement provides that “[i]n order to efficiently bring this matter before an arbitrator, the parties agree that no discovery beyond that allowed under Section 3.a. [sic] during the mediation process shall occur. The parties agree, acknowledge and stipulate that following the end of the mediation phase of this Agreement, discovery of any kind is strictly forbidden.” It is evident that the reference to “Section 3.a.” was meant to be a reference to Paragraph 4(a) of the ADR Agreement.⁷ The Gonzalez Parties assert that Paragraph 5(e) of the ADR Agreement severely limits their ability to conduct proper discover to sufficiently develop their case, resulting in a substantively unconscionable ADR procedure.

Because the law favors arbitration, the Gonzalez Parties, the parties opposing arbitration, had the burden to prove in the trial court that the ADR Agreement's limitations on discovery are substantively unconscionable. See Cedillo v. Immobiliere Jeuness Establissement, 476 S.W.3d 557, 570 (Tex. App.—Houston [14th Dist.] 2015, pet. denied). The only evidence that the Gonzalez Parties submitted in response to the Motion to Compel was (1) the Igloo Products Corp. Employee Injury Benefit Plan and the Election and Arbitration Agreement, which is evidence that was before this court in the In re Igloo case, and (2) the notice letter sent by counsel for the Gonzalez Parties on March 19, 2024. See In re Igloo Products Corp., 238 S.W.3d at 578–81. In response to the Motion to Compel they did not submit any evidence to the trial court regarding the discovery limitations and how they allegedly would affect the Gonzalez Parties' development and presentation of their claims. The Gonzalez Parties presented no evidence that would support a determination that the discovery limitations in the ADR Agreement are substantively unconscionable. See id. Thus, the Gonzalez Parties failed to satisfy their burden to prove that these limitations are unconscionable, and the trial court erred to the extent it determined that these limitations are substantively unconscionable. See id.

The Gonzalez Parties did not present a valid defense, so the trial court erred in denying the Motion to Compel. See J.M. Davidson, Inc., 128 S.W.3d at 227–28. Therefore, we sustain the first issue.

G. Did the trial court err in denying the R&L Parties request that the court dismiss, stay, or abate the trial court proceeding?

Under their second issue the R&L Parties assert that the trial court erred by refusing to dismiss, stay, or abate the trial court proceeding. As to an arbitration agreement to which the FAA applies, Texas courts are required to grant stays pending arbitration if section 3 of the FAA so requires. See OptumRx, Inc. v. Advant-Edge Pharmacy, 713 S.W.3d 460, 475 (Tex. App.—Houston [14th Dist.] 2025, no pet.). The United States Supreme Court has concluded that when a trial court determines that a lawsuit involves a dispute subject to arbitration under the FAA and a party has requested a stay of the court proceeding pending arbitration, section 3 of the FAA requires that the trial court stay the proceeding until arbitration has been had in accordance with the terms of the agreement, as long as the applicant for the stay is not in default in proceeding with the arbitration. See Smith v. Spizzirri, 601 U.S. 472, 477–78 (2024). The trial court should have granted the R&L Parties' motion to compel arbitration. Therefore, under section 3 of the FAA, the trial court was required to stay the proceeding in the trial court until arbitration has been had in accordance with the terms of the ADR Agreement, as long as the R&L Parties are not in default in proceeding with the arbitration. See id. The trial court erred in denying the R&L Parties' request for a stay and in failing to grant the stay required under section 3 of the FAA. See id. To the extent the R&L Parties assert that the trial court so erred in their second issue, we sustain the second issue. To the extent the R&L Parties assert that the trial court erred in denying their requests that the trial court proceeding be dismissed or abated, we overrule the second issue.

III. CONCLUSION

The FAA applies to the ADR Agreement. The ADR Agreement may be enforced against the Gonzalez Partes who are non-signatories to the agreement. Turner may enforce the ADR Agreement against the Gonzalez Parties. As a matter of law the evidence before the trial court proved that (1) the ADR Agreement is a valid arbitration agreement, (2) the Gonzalez Parties' claims against the R&L Parties are within the scope of the ADR Agreement; and (3) the Gonzalez Parties did not present a valid defense to the ADR Agreement's enforcement. Therefore, the trial court abused its discretion by failing to grant the R&L Parties' motion to compel arbitration and by failing to grant the R&L Parties' request for a stay of the trial court proceeding.

Therefore we reverse the trial court's order and remand with instructions to the trial court to issue an order compelling the parties to arbitrate under the ADR Agreement all of the Gonzalez Parties' claims and staying the trial court proceeding until arbitration has been had in accordance with the terms of the ADR Agreement, as long as the R&L Parties are not in default in proceeding with the arbitration.

FOOTNOTES

1.   The Gonzalez Parties do not assert any claims under the Texas survival statute. See Tex. Civ. Prac. & Rem. Code Ann. § 71.021 (West, Westlaw through 2025 2nd C.S.).

2.   The R&L Parties have not argued that the parties agreed to delegate the determination of any arbitrability issue to the arbitrator. Therefore, we do not address whether the parties so agreed.

3.   The Gonzalez Parties have not asserted in the trial court or on appeal that Decedent was a transportation worker exempt from the FAA under section 1 of that statute. See 9 U.S.C. § 1 (providing that “nothing herein contained shall apply to contracts of employment of seamen, railroad employees, or any other class of workers engaged in foreign or interstate commerce”). Therefore, the issue of whether Decedent was a transportation worker is not before us.

4.   Emphasis added.

5.   In their live petition the Gonzalez Parties allege that, as Decedent's wrongful-death beneficiaries, they are entitled to declarations regarding the parties' responsibilities and obligations under the Plan. The Gonzalez Partes request that the trial court make the following declarations under the Texas Declaratory Judgments Act: (1) The Gonzalez Parties are not signatories to the Plan; (2) The Gonzalez Parties are not bound by the Plan's obligations and responsibilities; (3) The Gonzalez Parties' wrongful death claims are not “covered claims” as that term is defined in Plan; (4) For the Plan's arbitration provision to be triggered, Decedent had to mediate the claims that are subject to arbitration; and (5) It was not possible for Decedent to mediate the Gonzalez Parties' wrongful death claims, and thus the Plan's arbitration provision does not apply to these claims.

6.   Emphasis added.

7.   Paragraph 4(a) was described on Page 11 of this Opinion.

Randy Wilson Justice