Opinion by
Justice MURPHY,dissenting.
Under fundamental principles of contract interpretation and precedent of this Court, I would conclude the forum-selection clauses in the APA and in the Note cannot be blended into one transaction for purposes of this fraudulent transfer lawsuit brought by the holder of the Note (Mariner) against two nonsignatories (Cornerstone and Highland). The majority, in concluding it can “see no reason to read restrictions into the Note’s [forum-selection clause],” does not address this Court’s precedent and further assumes Cornerstone’s right to enforce the Note’s clause. The majority also creates a new principle of equity, not argued by the parties, to allow nonsignatories to enforce a forum-selection clause. Because I would conclude the Note’s forum-selection clause applies only to suits arising “under” or for “enforcement” of the Note, and that neither Cornerstone nor Highland has shown a right to enforce that clause, I respectfully dissent.
Applicability of the APA “Consent to Jurisdiction” Clause
The majority agrees with Cornerstone that the “single forum-selection clause” in the APA applies to Mariner’s fraudulent transfer claims against Highland and Cornerstone that “left Holdco insolvent and unable to repay the Note.” In doing so, the majority construes the “Consent to Jurisdiction” clause in the APA as incorporated “in its entirety” into the Note; the majority thus concludes Mariner’s fraudulent transfer lawsuit qualifies as an “action or proceeding arising out of or relating to [the APA].” In so holding, the majority does not address Mariner’s argument that this Court’s decisions in In re Wilmer Cutler Pickering Hale & Dorr LLP, No. 05-08-01395-CV, 2008 WL 5413097, at *4 (Tex.App.-Dallas Dec. 31, 2008, orig. proceeding [mand. denied]) (mem.op.) and RSR Corp. v. Siegmund, 309 S.W.3d 686, 701 (Tex.App.-Dallas 2010, no pet.), are applicable.
Wilmer Cutler involved a single instrument, an indemnity agreement between an employer (McAfee) and its employee (Goyal), in which McAfee agreed to indemnify and defend Goyal against actions brought against him by reason of his status as an agent of McAfee. The agreement included McAfee’s promise to advance Goyal’s defense costs; as a result, McAfee paid Goy*546al’s legal bills. When McAfee, a signatory to the indemnity agreement, thereafter sued the law firm for fraud, this Court concluded the law firm had no “standing” to enforce the forum-selection clause in the indemnity agreement. Wilmer Cutler, 2008 WL 5413097, at *3. Additionally, the Court distinguished two clauses in a single sentence contained in that agreement, which read in its entirety:
Consent to Jurisdiction. [McAfee] and [Goyal] each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.
Id. at *4. This Court concluded, applying the plain language of the sentence, that the consent-to-jurisdiction clause, which applied “in connection with any action or proceeding which arises out of or relates to” the agreement, had a different scope from the forum-selection clause, which was limited to an action instituted “under” the agreement. Id.; see also RSR Corp., 309 S.W.3d at 701 (quoting Wilmer Cutler, 2008 WL 5413097, at *4 and distinguishing between a broad consent to jurisdiction clause in one agreement and a narrower forum-selection clause in a later document). This Court explained that McAfee’s fraud suit was not a suit “under” the indemnity agreement because McAfee was not “relying on the terms and authority of the agreement as the basis for the rights sued upon. In other words, the forum-selection clause ... applies only if the claimant is suing on rights that are created by the indemnity agreement itself.” Wilmer Cutler, 2008 WL 5413097, at *4. The majority does not address this authority in concluding it can “see no reason to read restrictions into the Note’s provision.”
I would conclude, based on Wilmer Cutler and RSR Corp., we cannot exclude the language of the Note requiring that the “Consent to Jurisdiction” clause of the APA “shall apply in connection with any dispute under or enforcement of this Note.” (Emphasis added). In Wilmer Cutler, there was a single sentence, as quoted above, and this Court concluded the second part of the sentence limited the forum selection. See id. at *4. Both parts of that sentence applied to the same document— the indemnity agreement. Here, there are at least two separate documents — the Note was only one part of the asset purchase transaction. The APA “consent to jurisdiction” clause by its express terms relates to the APA — not the “transaction.” And the Note clause states clearly that the “consent to jurisdiction” clause applies to “any dispute under or enforcement of’ the Note — also not mentioning the “transaction.” The majority does not address how it has excised the language “under or enforcement of this Note” from the forum-selection clause of the Note. I would agree with Mariner that Cornerstone has not shown its right to enforce the forum-selection clause in the Note, as argued in its response to the motion to dismiss below and in its response to the petition for writ of mandamus.
While I agree Mariner has pleaded a cause of action for fraudulent transfer based on its inability to collect under the Note, I do not agree its suit relates to or arises out of the APA as concluded by the majority. As this Court explained in Wilmer Cutler, Mariner’s fraudulent transfer suit is not a suit “under” the APA because Mariner is not “relying on the terms and authority of the [APA] as the basis for the rights sued upon. In other words, the forum-selection clause of [the Note] applies only if the claimant is suing on rights *547that are created by the [Note] itself.” Id. at *4.
Cornerstone’s Right to Enforce the Forum-Selection Clause in the Note
The majority expressly assumes Cornerstone has the right to enforce the forum-selection clause in the Note, claiming “Mariner did not challenge Cornerstone’s right to enforce the forum-selection clause in its response to the motion to dismiss below.” It also states Mariner made no argument against Cornerstone’s right to enforce the clause in this Court,” and “the issue of Cornerstone’s right to enforce forum selection is not before us.” Yet, Cornerstone never asserted the right to enforce the Note, either below or in this proceeding. Instead, it asserted in its motion to dismiss below that “[t]he APA contains a valid and enforceable forum-selection clause, and under Texas law, Cornerstone, as assignee of the APA, is entitled to enforce that clause against [Mariner].” Moreover, Mariner did challenge Cornerstone’s right to do so. Specifically, it argued under the bold heading “The forum selection clause in the Promissory Note excludes this dispute under its own terms”:
Cornerstone does not attempt to explain how it could be entitled to enforce the [Note’s] forum selection clause, preferring to treat it as non-existent. Indeed, Cornerstone cannot do so. First of all, Cornerstone was not a party to the [Note] and does not claim to be an assignee of rights under that agreement .... Even assuming that Cornerstone established that it has standing to enforce the [Note’s] forum selection clause (Cornerstone has not even tried), it would not matter in this case.
(Emphasis added.)
Similar to its argument in its motion to dismiss, Cornerstone argues as the basis for its petition for writ of mandamus that the Note is part of the “subject matter” of the APA, an argument that the majority accepts in its opinion. Cornerstone claims entitlement to enforce that forum-selection clause solely as the assignee of all rights of Holdco LLC under the APA. Those rights did not include the Note or its collection. Even though Cornerstone does not claim the right to enforce the Note’s forum-selection clause, Mariner emphasizes again in this Court in response to the petition for writ of mandamus that Cornerstone “did not take an assignment of the Note.” It argues specifically that “[if] a contractual clause must be applied here, it would be the forum selection clause in the Note.” In describing what it interprets as a “narrowly written” forum-selection clause in the Note and for the sake of argument, Mariner adds:
This is neither a suit under the Note nor a suit to enforce the Note. This dispute would not fall under the terms of the Note forum selection clause, assuming it could be invoked by Cornerstone and Highland, and the motion to dismiss was properly denied.
(Emphasis added.)
I would conclude Mariner has challenged Cornerstone’s right to enforce the forum-selection clause in the Note and that Cornerstone has sought to avoid that clause by arguing the Note was part of the subject matter of the APA. I also would conclude Cornerstone failed to show it was entitled to enforce the Note forum-selection clause because it was not an assignee of the Note and it never argued any equitable basis for enforcement. By assuming Mariner has not contested Cornerstone’s right to enforce the forum-selection clause in the Note, the majority limits its construction of the record and concludes the trial court abused its discretion by not *548granting a motion to dismiss based on a “standing” claim Cornerstone never made and which Mariner challenged. See, e.g., id. at ⅝2-3 (addressing McAfee suit for fraud, where McAfee was signatory to indemnity agreement; concluding Wilmer Cutler had no standing as nonsignatory to enforce forum-selection clause in indemnity agreement). Additionally, I would conclude the forum-selection clause in the Note governs Mariner’s lawsuit; because Cornerstone has shown no right to enforce the Note, I would conclude the trial court did not abuse its discretion in denying Cornerstone’s motion to dismiss.
Highland’s Right to Enforce the Forum-Selection Clause in the APA or the Note
Finally, Cornerstone and Highland assert that Highland, a nonsignatory to the APA and the Note, can enforce the forum-selection clause as an affiliate of Cornerstone because the claims are “intertwined,” that is, “Mariner has’ no claim for fraudulent transfer unless it has a claim on the Note.” I would conclude we do not reach Highland’s argument because it rests on Cornerstone’s right to enforce the forum-selection clause in the APA. Additionally, I would conclude the majority incorrectly holds that both direct-benefits estoppel and “interdependent and concerted misconduct” estoppel apply to allow Highland to enforce the forum-selection clause of the APA, and thus the Note under its analysis. By concluding direct-benefits estoppel applies, the majority is creating a new application of the doctrine. See In re Kellogg Brown & Root, Inc., 166 S.W.3d 732, 739 (Tex.2005) (orig. proceeding) (under direct-benefits estoppel, a non-signatory plaintiff seeks benefits of contract and is estopped from simultaneously attempting to avoid contract’s burdens). Here, it is the signatory, Mariner, who is suing, and it is the nonsignatories, Cornerstone and Highland, who are attempting to avoid setting aside their asset transfers to allow Mariner to enforce the Note against Holdco LLC. Moreover, though Cornerstone and Highland argue in their reply brief that the action at least should be stayed against Highland, and they effectively relinquish their argument as to the applicability of equitable estoppel based on “substantially interdependent and concerted misconduct,” see In re Merrill Lynch Trust Co. FSB, 235 S.W.3d 185 (Tex.2007) (orig. proceeding), the majority fashions a new “equity” argument for the parties. If these new “equity” arguments prevail, any non-signatory to a debt instrument sued for fraudulent transfer, no matter how far removed from the transaction, could enforce a forum-selection clause agreed to by the original parties to the debt. I would conclude this is an erroneous application of equity and, again, would not conclude the trial court abused its discretion by not applying these new equitable principles. I therefore respectfully dissent.