Harmeet Singh v. RateGain Travel Technologies, Limited and RateGain Technologies, Inc.

DENY and Opinion Filed December 14, 2023

S In The
Court of Appeals
Fifth District of Texas at Dallas
No. 05-23-01088-CV

HARMEET SINGH, Appellant
V.
RATEGAIN TRAVEL TECHNOLOGIES, LIMITED AND RATEGAIN
TECHNOLOGIES, INC., Appellees

On Appeal from the 134th Judicial District Court
Dallas County, Texas
Trial Court Cause No. DC-22-06923

MEMORANDUM OPINION
Before Chief Justice Burns, Justice Pedersen, III, and Justice Goldstein
Opinion by Chief Justice Burns
Harmeet Singh has filed a petition for permission to appeal the trial court’s

October 24, 2023 order granting RateGain Travel Technologies Limited (RateGain) and

RateGain Technologies, Inc.’s (RIT) motion to enforce arbitration. In that order, the

trial court ordered that all of Singh’s claims related to stock options, whether for breach

of contract, statutory fraud, or based on any other legal or equitable theory, be compelled

to arbitration in New Delhi, India pursuant to RateGain’s stock option scheme. Because

the issue in this case is not one in which there is substantial disagreement regarding the
law and because the issue would not materially advance the ultimate resolution of the

case, we deny the petition for permission to appeal.

Background

Singh is the former CEO of RateGain, a corporation incorporated and officed in

India1 After resigning as CEO, Singh sued RateGain and RIT, RateGain’s U.S.

subsidiary, to collect unpaid compensation and benefits he claims are owed to him under

his employment agreement and for breach of contract for failing to provide him the

benefit of certain stock options owed to him. Singh filed suit in Dallas County pursuant

to a venue provision in the employment agreement.

RateGain and RIT moved to compel arbitration of Singh’s stock options breach

of contract claim asserting the stock options were issued to Singh pursuant to grant letters

that expressly incorporated the terms of RateGain’s Stock Options Scheme. That

scheme contains a provision requiring disputes related to the scheme to be arbitrated in

India.

The trial court granted RateGain and RIT’s original motion to compel by order

dated January 9, 2023. Thereafter, Singh amended his petition. In his amended petition,

Singh continued to assert his breach of contract claim for the stock options, but he added

a statutory fraud claim related to the same stock options. Pursuant to that claim, Singh

1
The facts are taken from the petition for permissive appeal, documents in support of the
petition, RateGain and RIT’s response to Singh’s petition, and Singh’s reply. We do not have a
clerk’s record.
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sought the same measure of damages for the stock options as he did for his breach of

contract claims. RateGain and RIT renewed their motion to compel arbitration, seeking

an order from the trial court making it clear that any claims related to stock options in

the Indian company must be arbitrated in India. After a hearing, the trial court signed

such an order. This petition for a permissive appeal followed.

Applicable Law

Generally, appeals may be taken only from final judgments or interlocutory

orders for which appeal is authorized by statute. See Lehmann v. Har-Con Corp., 39

S.W.3d 191, 195 (Tex. 2001); Bank of N.Y. Mellon v. Guzman, 390 S.W.3d 593, 596

(Tex. App.—Dallas 2012, no pet.). Under certain circumstances, a trial court may allow

an appeal from an order that is otherwise not appealable. See Sabre Travel Int’l, Ltd. v.

Deutsche Lufthansa AG, 567 S.W.3d 725, 730 (Tex. 2019). When the trial court permits

an appeal from an interlocutory order, the party seeking to appeal must file a petition in

the court of appeals seeking permission to appeal. See TEX. R. APP. P. 28.3(a). We

strictly construe such requests because statutes allowing for interlocutory appeals are an

exception to the general rule that only final judgments are appealable. See Gulf Coast

Asphalt Co. v. Lloyd, 457 S.W.3d 539, 545 (Tex. App—Houston [14th Dist.] 2015, no

pet.); Rogers v. Orr, 408 S.W.3d 640, 642 (Tex. App—Fort Worth 2013, pet. denied).

Section 51.014(d) of the Texas Civil Practice and Remedies Code permits an

interlocutory appeal of an otherwise unappealable order, only if several predicates are

met. See TEX. CIV. PRAC. & REM. CODE § 51.014(d). To qualify, the trial court must

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first certify the order is immediately appealable and expressly identify a controlling

question of law on which there is substantial ground for disagreement. Id.; see also TEX.

R. CIV. P. 168 (requirement that trial court’s order identifies a “controlling question of

law on which there is a substantial ground for difference of opinion[.]”). The trial court’s

order must also explain why an immediate appeal may materially advance the ultimate

resolution of the case. TEX. CIV. PRAC. & REM. CODE § 51.014(d). Finally, this Court

must then agree to hear the appeal. Id. at § 51.014(f).

Our procedural rules make it clear we have the discretion to accept or deny a

permissive interlocutory appeal. Sabre Travel, 567 S.W.3d at 732. We exercise that

discretion, however, with an eye toward sparing parties “the inevitable inefficiencies of

the final judgment rule” when we can quickly and efficiently resolve “controlling,

uncertain issues of law that are important to the outcome of the litigation.” Id. But to

that end, the controlling issue needs to be solely a question of law unconstrained by

procedural or factual issues. See El Paso Tool and Dies Co. v. Mendez, 593 S.W.39 800,

805 (Tex. App—El Paso 2019, no pet.); College Station Med. Ctr., LLC v. Kilaspa, 494

S.W.3d 307, 313 (Tex. App—Waco 2015, pet. denied) (“In a permissive interlocutory

appeal, the issue should be framed solely as a question of law that needs to be resolved

that disposes of the case.”); Diamond Prods. Int'l, Inc. v. Handsel, 142 S.W.3d 491, 494

(Tex. App—Houston [14th Dist.] 2004, no pet.) (“The statute does not contemplate

permissive appeals of summary judgments where the facts are in dispute. Instead,

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permissive appeals should be reserved for determination of controlling legal issues

necessary to the resolution of the case.”).

Case law is not well developed concerning what constitutes a controlling question

of law or when there are substantial grounds for disagreement. But if the resolution of

the question will considerably shorten the time, effort, and expense of fully litigating the

case, the question is controlling. Gulf Coast Asphalt, 457 S.W.3d at 545 (quoting Renee

Forinash McElhaney, Toward Permissive Appeal in Texas, 29 St. Mary’s L.J. 729, 747–

49 (1998)). And, generally, if the viability of a claim rests upon the court’s determination

of a question of law, the question is controlling. Id. Substantial grounds for

disagreement exist when the question presented to the court is novel or difficult, when

controlling law is doubtful, when controlling law is in disagreement with other courts of

appeals, and when there simply is little authority upon which the district court can rely.

Id. Generally, a district court will make a finding that an appeal will facilitate final

resolution of the case when resolution of the legal question dramatically affects recovery

in a lawsuit. Id.

Conversely, when other issues are left pending in the litigation, ultimate

termination of the litigation is not advanced by allowing immediate appeal of an

otherwise interlocutory order. Id. (citing Harden Healthcare, LLC v. OLP Wyoming

Springs, LLC, No. 03-20-00275-CV, 2020 WL 6811994, at *1 (Tex. App.—Austin Nov.

20, 2020, no pet.) (mem. op.); see ADT Sec. Servs., Inc. v. Van Peterson Fine Jewelers,

No. 05-15-00646-CV, 2015 WL 4554519, at * 3 (Tex. App.—Dallas July 29, 2015, no

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pet.) (mem. op.) (permissive appeal would not materially advance ultimate termination

of litigation because, regardless of result on appeal, “neither party would seek judgment

without further litigation”). Ultimately, a permissive appeal should “provide a means

for expedited appellate disposition of focused and potentially dispositive legal

questions.” Armour Pipe Line Co. v. Sandel Energy, Inc., No. 14-16-00010-CV, 2016

WL 514229, at *4 (Tex. App.—Houston [14th Dist.] Feb. 9, 2016, no pet.) (mem. op.).

This purpose is not served when a permissive appeal is used to obtain piecemeal

appellate review of ordinary interlocutory orders. See id.

Discussion

Here, the trial court’s order compelled Singh to bring all claims related to stock

options, whether for breach of contract, statutory fraud, or based on any other legal or

equitable theory, in arbitration in New Delhi, India. In the order, the trial court identified

the controlling question of law as to which there is a substantial ground for difference of

opinion as “whether an arbitration agreement never signed by [Singh] and subject to

other objections raised by [Singh] should be enforced.” Although Singh thoroughly

addresses why he believes the trial court erred in compelling him to arbitration, he does

not explain why there is a substantial ground for disagreement about the law regarding

this issue. Singh does not explain, and we do not see, how the question presented to this

Court is novel or difficult, the controlling law is doubtful, or that there is little authority

upon which the district court could rely. See e.g., In re Polymerica, LLC, 296 S.W.3d

74, 76 (Tex. 2009) (orig. proceeding) (neither the FAA nor Texas law requires

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arbitration clauses be signed, so long as they are written and agreed to by the parties); In

re AdvancePCS Health L.P., 172 S.W.3d 603, 606 (Tex. 2005) (orig. proceeding)

(same). As to the existence of other objections to the arbitration agreement, Singh also

fails to explain how there is a substantial ground for disagreement about the law.

Further, we are not convinced an immediate appeal from the complained-of order

would materially advance the ultimate termination of this litigation. Appellate review

of this order only as to Singh’s claims regarding the stock options, even if successful,

would leave Singh’s remaining breach of contract claims arising under the employment

agreement unresolved.2 In other words, regardless of the outcome of this permissive

appeal, neither party would seek judgment without further litigation. Under these

circumstances, we conclude allowing a permissive appeal in this case would not

materially advance the ultimate termination of this litigation. See ADT Sec. Servs., Inc.,

2015 WL 4554519 at * 3.

Given the limited nature of interlocutory appeals and the requirement that we

construe statutes authorizing such appeals strictly, we conclude Singh has not satisfied

the requirements of section 51.014(d) of the civil practices and remedies code.

2
Our record does not contain a copy of Singh’s amended petition. However, in his petition
for permissive appeal, Singh lists his damages as including not only the stock options, but also
money due to him pursuant to a bonus letter, payment equal to 4 weeks of paid time off, and
payment of back pay.
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 Accordingly, we deny his petition for permissive appeal.

/Robert D. Burns, III/
ROBERT D. BURNS, III
CHIEF JUSTICE
231088F.P05

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 S
Court of Appeals
Fifth District of Texas at Dallas
JUDGMENT

HARMEET SINGH, Appellant On Appeal from the 134th Judicial
District Court, Dallas County, Texas
No. 05-23-01088-CV V. Trial Court Cause No. DC-22-06923.
Opinion delivered by Chief Justice
RATEGAIN TRAVEL Burns. Justices Pedersen, III and
TECHNOLOGIES, LIMITED AND Goldstein participating.
RATEGAIN TECHNOLOGIES,
INC., Appellee

In accordance with this Court’s opinion of this date, we deny appellant’s
petition for permissive appeal.

Judgment entered December 14, 2023

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