'21' International Holdings, Inc. v. Westinghouse Electric Corp.

PEEPLES, Justice,

concurring.

The sole issue in this case is whether Texas courts are totally powerless to order a forum non conveniens dismissal — no matter how compelling the facts may be— when out-of-state plaintiffs bring suit in Texas against out-of-state defendants concerning a wholly out-of-state transaction (here, a $115 million New York securities transaction). Of course, non-resident corporations may bring suit in Texas if personal jurisdiction exists; the issue is whether our courts are absolutely forbidden to dismiss those suits on forum non conveniens grounds when everyone admits the facts support that action overwhelmingly.

This panel has reluctantly followed a poorly reasoned but binding precedent and held that one of the three district courts in Webb County, which has not a thread of connection to the litigants or the controversy, must devote its time to an enormous securities lawsuit1 at the expense of its criminal, family, and general civil cases, which local litigants cannot get tried elsewhere.

The facts implicitly found by the court, and unchallenged by appellant, are:

• Plaintiffs ‘21’ International Holdings and ‘21’ International, Inc. are both New York corporations with their principal place of business and headquarters in New York.
• Neither plaintiff does any business in Webb County. Neither plaintiff has an office, any employees, or any property in Webb County.
• Defendant Westinghouse is a Pennsylvania corporation with its principal place of business in Pennsylvania.
• Knoll North America, the successor to defendant Knoll International, is a Delaware corporation, owned by Westinghouse, with its principal place of business in Pennsylvania.
• Defendant Price Waterhouse is a general partnership formed under New York law with its principal executive offices in New York. Price Water-house performed most of its work in connection with the Asset Purchase Agreement in Pennsylvania.
• None of the defendants has an agent or representative in Webb County. Three Westinghouse employees work in Webb County decontaminating an abandoned uranium mine, a project that has nothing to do with the transaction at issue.
• The CEO of ‘21’ International Holdings lives and works in New York City. He had never been to Webb County before the forum non conveniens hearing and did not know where it was.
• The only time prior to this litigation any of plaintiffs’ officers or directors had been to Webb County was to pass through customs on their way back from Mexico in an airplane.
• Plaintiffs’ General Counsel offices in New York.
• Attorneys from Dallas represented plaintiffs in connection with the Asset Purchase Agreement that is the subject of this litigation. But negotiations always took place in New York or Pennsylvania.
*486• The Asset Purchase Agreement was executed in New York.
• The Asset Purchase Agreement was not negotiated, executed, or performed in Webb County. None of the documents relevant to the agreement originated in Webb County.
• The Asset Purchase Agreement provides that New York law applies to any disputes arising from the agreement.
• None of the potential witnesses lives in Webb County.

If trial courts have forum non conveniens power, the trial court certainly had the discretion to use it in these circumstances.

Nevertheless, on the authority of H. Rouw Co. v. Railway Exp. Agency, 154 S.W.2d 143 (Tex.Civ.App.-El Paso 1941, writ ref’d), the court holds that this New York stock exchange dispute must be litigated in Texas because one of the New York litigants has an office here, and the plaintiffs chose to litigate here. I agree that Rouw cannot be honestly distinguished and it has the status of a 1941 opinion by the supreme court itself. In a recent forum non conveniens case, the supreme court used a statutory construction argument almost identical to that used in Rouw. See Dow Chem. Co. v. Alfaro, 786 S.W.2d 674 (Tex.1990), cert. denied, 498 U.S. 1024, 111 S.Ct. 671, 112 L.Ed.2d 663 (1991). Because this panel takes seriously its duty to follow binding precedent and is unwilling to engage in unabashed sophistry to avoid Rouw, we must reverse the forum non conveniens dismissal.2

Our corporate laws, sensibly interpreted, do not require this result. They give each domestic corporation the power “to sue and be sued, complain and defend, in its corporate name,” and give foreign corporations the same rights that domestic corporations have. Tex.Bus.Corp.Act.Ann. arts. 2.02(A)(2), 8.02 (Vernon Supp.1993). A fair reading of these provisions suggests that they simply give foreign corporations the right to appear in court like everyone else, but no right to insist on an utterly inconvenient and harassing forum. It is, to say the least, not apparent from the quoted language that the legislature meant to deprive trial courts of all power to order forum non conveniens dismissals when the facts warrant.

This intermediate court is obligated to follow supreme court precedents, but the Texas Supreme Court is not so restricted. I urge the court to reexamine Rouw and disapprove it. The legislature did not compel the result in Rouw, and if it remains the law in Texas, we will be not only the courthouse for the world but the laughingstock of the legal world as well.

. Approximately 340,000 documents have been produced; over 700 requests for admissions have been served.

. While the legislature recently corrected the Alfaro court's misreading of legislative intent, the new statute does not apply to this transaction.