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. –2– 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
–3– 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,
–4– 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
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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. –2– 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
–3– 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,
–4– 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
–5– 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
–6– 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. –7– Accordingly, we deny his petition for permissive appeal.
/Robert D. Burns, III/ ROBERT D. BURNS, III CHIEF JUSTICE 231088F.P05
–8– 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
–9–