NUMBER 13-13-00711-CV
COURT OF APPEALS
THIRTEENTH DISTRICT OF TEXAS
CORPUS CHRISTI - EDINBURG
OCTAVIO RAYA, Appellant,
v.
RIO MANAGEMENT COMPANY, LLC AND WYATT HIDALGO FARMS, INC., Appellees.
On appeal from the County Court at Law No. 4 of Hidalgo County, Texas.
MEMORANDUM OPINION Before Chief Justice Valdez and Justices Benavides and Perkes Memorandum Opinion by Justice Benavides By four issues, appellant, Octavio Raya, appeals the trial court’s confirmation of
the arbitrator’s take-nothing judgment in favor of appellees, Rio Management Company,
L.L.C. (“Rio”) and Wyatt Hidalgo Farms, Inc. (“Wyatt”). Raya raises four issues on
appeal challenging the trial court’s grant of Rio’s summary relief: (1) Rio omitted the premises owner, Wyatt Hidalgo Farms, Inc. (“Wyatt”), from the arbitration agreement
thereby precluding arbitration; (2) a corporate relationship is insufficient to bind a non-
signatory to an arbitration agreement; (3) Raya did not intend to bind himself to arbitration
in regard to personal injury claims against Wyatt; and (4) the trial court improperly granted
the arbitration award. We affirm.
I. BACKGROUND
Raya was employed by Rio on October 30, 2008, and signed an arbitration
agreement (“the arbitration agreement”) that went into effect in 2009. Rio and Wyatt are
affiliated companies that share common ownership, directors, and management;
however, it is undisputed that Raya was solely employed by Rio.1
On August 19, 2010, while at work, Raya attempted to step down from a concrete
slab. Instead, he stepped onto a loose chunk of concrete, which caused him to twist his
knee and fall to the ground. According to his pleadings, Raya sustained serious bodily
injury to his knees, back, and body; he further claimed that this caused him physical
impairment, pain, and mental anguish. Because the accident occurred on Wyatt’s
property, Raya sued Rio for the injuries he sustained in the course and scope of his
employment and Wyatt under a premises liability cause of action. Pursuant to the
arbitration agreement signed by Rio and Raya, Rio and Wyatt moved to compel arbitration
on February 7, 2012, urging the trial court to apply the Federal Arbitration Act (FAA).
Although Raya did not object to arbitrating his claims against Rio, Raya claimed that Wyatt
1 Rio is a non-subscriber under the Texas Worker’s Compensation Act. As a non-subscriber, Rio is not covered by workers’ compensation insurance, and, thus, may be potentially responsible for work- related injuries under the common-law principles of negligence. See TEX. LABOR CODE ANN. § 406.033 (West, Westlaw through Ch. 46 2015 R.S.).
2 was not a party to the arbitration agreement because the agreement refers to “Wyatt
Farms Inc.” not “Wyatt Farms Hidalgo.” In effect, Raya argued that Rio never agreed to
arbitrate with Wyatt. In response, Rio argued a misnomer and asserted that “Wyatt
Farms, Inc.” meant “Wyatt Hidalgo Farms, Inc.” As proof, Rio submitted the affidavit of
Rio’s Human Resources and Safety Director, Erasmo Lopez, explaining the misnomer.
Alternatively, Rio argued that all disputes against Wyatt should be arbitrated because
Wyatt is an affiliated entity of Rio. Raya offered no evidence to dispute Rio’s alternate
contention.
On May 7, 2012, the trial court signed an order granting the motion to compel
arbitration and abated the case. At arbitration, Rio and Wyatt prevailed on their own
separate motions for summary judgment. As a result of Rio’s motion for summary
judgment, the arbitrator rendered Raya a take-nothing judgment. Subsequently, Rio
filed a motion to confirm the take-nothing judgment with the trial court. Raya filed no
response to Rio’s motion. On September 9, 2013, the trial court confirmed the take-
nothing judgment award. Similarly, because the arbitrator ruled in favor of Wyatt’s
motion for summary judgment, the arbitrator also rendered a take-nothing judgment,
which the trial court also confirmed on September 9, 2013. Subsequently, Raya filed a
motion for new trial, but it was overruled. This appeal followed.
II. ARBITRATION AGREEMENT
By his first issue, Raya argues that he never agreed to arbitrate his workplace
injury claim with Wyatt because Wyatt was not a party to the arbitration agreement. By
his second issue, Raya asserts that a corporate relationship is insufficient to bind a non-
signatory to an arbitration agreement. By his third issue, Raya claims that the arbitration
3 agreement should be enforced exactly as written. Thus, Raya did not intend to bind
himself to arbitration with Wyatt because the language of the contract does not reference
Wyatt Hidalgo. Because these issues are related, we will address them together.
A. Standard of Review
We examine a trial court’s decision to confirm or vacate an arbitration award de
novo. Forest Oil Corp. v. El Rucio Land & Cattle Co., Inc., 446 S.W.3d 58, 75 (Tex.
App.—Houston [1st Dist.] 2014) (pet. filed). Whether an arbitration agreement is
enforceable is also subject to de novo review. In re Labatt Food Service, L.P., 279
S.W.3d 640, 643 (Tex. 2009) (orig. proceeding). We examine the entire record in
making such review. Forest Oil, 446 S.W.3d at 75. Under the FFA, the court
determines whether an arbitration agreement binds a nonsignatory unless the parties
clearly and unmistakably provide otherwise. In re Labatt, 279 S.W.3d at 644. Because
this arbitration agreement is silent about who is to determine whether nonsignatories are
bound, we will determine the issue.
B. Applicable Law
Generally, state law governs whether a litigant agreed to arbitrate. Id. In this
regard, the FFA may bind nonsignatories to an agreement when rules of law or equity
would bind them to the contract generally. Id. Under the FFA, a presumption exists in
favor of agreements to arbitrate. Id.; see Prudential Secs. Inc. v. Marshall, 909 S.W.2d
896, 898 (Tex. 1995). As a result, judicial review of an arbitration award is extraordinarily
narrow. Black v. Shor, 443 S.W.3d 154, 161 (Tex. App.—Corpus Christi 2013, pet.
denied). Because review of an arbitration award is so limited, not even a mistake of fact
or law by the arbitrator is a proper ground for vacating an award. Forest Oil, 466 S.W.
4 3d at 75; CVN Group, Inc. v. Delgado, 95 S.W.3d 234, 238 (Tex. 2002) (holding that “an
award of arbitrators upon matters submitted to them is given the same effect as the
judgment of a court of last resort.”). In this regard, every reasonable presumption is
indulged in favor of the arbitrator. Forest Oil, 466 S.W. 3d at 75. Consequently, we will
resolve any doubts about an agreement to arbitrate in favor of arbitration. In re Kellogg
Brown & Root, Inc., 166 S.W.3d 732, 738 (Tex. 2005). Therefore, our role is to decide
whether the parties made a valid and presently enforceable agreement to arbitrate. See
TEX. CIV. PRAC. & REM. CODE § 171.021(b); G.T. Leach Builders, LLC v. Sapphire V.P.,
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NUMBER 13-13-00711-CV
COURT OF APPEALS
THIRTEENTH DISTRICT OF TEXAS
CORPUS CHRISTI - EDINBURG
OCTAVIO RAYA, Appellant,
v.
RIO MANAGEMENT COMPANY, LLC AND WYATT HIDALGO FARMS, INC., Appellees.
On appeal from the County Court at Law No. 4 of Hidalgo County, Texas.
MEMORANDUM OPINION Before Chief Justice Valdez and Justices Benavides and Perkes Memorandum Opinion by Justice Benavides By four issues, appellant, Octavio Raya, appeals the trial court’s confirmation of
the arbitrator’s take-nothing judgment in favor of appellees, Rio Management Company,
L.L.C. (“Rio”) and Wyatt Hidalgo Farms, Inc. (“Wyatt”). Raya raises four issues on
appeal challenging the trial court’s grant of Rio’s summary relief: (1) Rio omitted the premises owner, Wyatt Hidalgo Farms, Inc. (“Wyatt”), from the arbitration agreement
thereby precluding arbitration; (2) a corporate relationship is insufficient to bind a non-
signatory to an arbitration agreement; (3) Raya did not intend to bind himself to arbitration
in regard to personal injury claims against Wyatt; and (4) the trial court improperly granted
the arbitration award. We affirm.
I. BACKGROUND
Raya was employed by Rio on October 30, 2008, and signed an arbitration
agreement (“the arbitration agreement”) that went into effect in 2009. Rio and Wyatt are
affiliated companies that share common ownership, directors, and management;
however, it is undisputed that Raya was solely employed by Rio.1
On August 19, 2010, while at work, Raya attempted to step down from a concrete
slab. Instead, he stepped onto a loose chunk of concrete, which caused him to twist his
knee and fall to the ground. According to his pleadings, Raya sustained serious bodily
injury to his knees, back, and body; he further claimed that this caused him physical
impairment, pain, and mental anguish. Because the accident occurred on Wyatt’s
property, Raya sued Rio for the injuries he sustained in the course and scope of his
employment and Wyatt under a premises liability cause of action. Pursuant to the
arbitration agreement signed by Rio and Raya, Rio and Wyatt moved to compel arbitration
on February 7, 2012, urging the trial court to apply the Federal Arbitration Act (FAA).
Although Raya did not object to arbitrating his claims against Rio, Raya claimed that Wyatt
1 Rio is a non-subscriber under the Texas Worker’s Compensation Act. As a non-subscriber, Rio is not covered by workers’ compensation insurance, and, thus, may be potentially responsible for work- related injuries under the common-law principles of negligence. See TEX. LABOR CODE ANN. § 406.033 (West, Westlaw through Ch. 46 2015 R.S.).
2 was not a party to the arbitration agreement because the agreement refers to “Wyatt
Farms Inc.” not “Wyatt Farms Hidalgo.” In effect, Raya argued that Rio never agreed to
arbitrate with Wyatt. In response, Rio argued a misnomer and asserted that “Wyatt
Farms, Inc.” meant “Wyatt Hidalgo Farms, Inc.” As proof, Rio submitted the affidavit of
Rio’s Human Resources and Safety Director, Erasmo Lopez, explaining the misnomer.
Alternatively, Rio argued that all disputes against Wyatt should be arbitrated because
Wyatt is an affiliated entity of Rio. Raya offered no evidence to dispute Rio’s alternate
contention.
On May 7, 2012, the trial court signed an order granting the motion to compel
arbitration and abated the case. At arbitration, Rio and Wyatt prevailed on their own
separate motions for summary judgment. As a result of Rio’s motion for summary
judgment, the arbitrator rendered Raya a take-nothing judgment. Subsequently, Rio
filed a motion to confirm the take-nothing judgment with the trial court. Raya filed no
response to Rio’s motion. On September 9, 2013, the trial court confirmed the take-
nothing judgment award. Similarly, because the arbitrator ruled in favor of Wyatt’s
motion for summary judgment, the arbitrator also rendered a take-nothing judgment,
which the trial court also confirmed on September 9, 2013. Subsequently, Raya filed a
motion for new trial, but it was overruled. This appeal followed.
II. ARBITRATION AGREEMENT
By his first issue, Raya argues that he never agreed to arbitrate his workplace
injury claim with Wyatt because Wyatt was not a party to the arbitration agreement. By
his second issue, Raya asserts that a corporate relationship is insufficient to bind a non-
signatory to an arbitration agreement. By his third issue, Raya claims that the arbitration
3 agreement should be enforced exactly as written. Thus, Raya did not intend to bind
himself to arbitration with Wyatt because the language of the contract does not reference
Wyatt Hidalgo. Because these issues are related, we will address them together.
A. Standard of Review
We examine a trial court’s decision to confirm or vacate an arbitration award de
novo. Forest Oil Corp. v. El Rucio Land & Cattle Co., Inc., 446 S.W.3d 58, 75 (Tex.
App.—Houston [1st Dist.] 2014) (pet. filed). Whether an arbitration agreement is
enforceable is also subject to de novo review. In re Labatt Food Service, L.P., 279
S.W.3d 640, 643 (Tex. 2009) (orig. proceeding). We examine the entire record in
making such review. Forest Oil, 446 S.W.3d at 75. Under the FFA, the court
determines whether an arbitration agreement binds a nonsignatory unless the parties
clearly and unmistakably provide otherwise. In re Labatt, 279 S.W.3d at 644. Because
this arbitration agreement is silent about who is to determine whether nonsignatories are
bound, we will determine the issue.
B. Applicable Law
Generally, state law governs whether a litigant agreed to arbitrate. Id. In this
regard, the FFA may bind nonsignatories to an agreement when rules of law or equity
would bind them to the contract generally. Id. Under the FFA, a presumption exists in
favor of agreements to arbitrate. Id.; see Prudential Secs. Inc. v. Marshall, 909 S.W.2d
896, 898 (Tex. 1995). As a result, judicial review of an arbitration award is extraordinarily
narrow. Black v. Shor, 443 S.W.3d 154, 161 (Tex. App.—Corpus Christi 2013, pet.
denied). Because review of an arbitration award is so limited, not even a mistake of fact
or law by the arbitrator is a proper ground for vacating an award. Forest Oil, 466 S.W.
4 3d at 75; CVN Group, Inc. v. Delgado, 95 S.W.3d 234, 238 (Tex. 2002) (holding that “an
award of arbitrators upon matters submitted to them is given the same effect as the
judgment of a court of last resort.”). In this regard, every reasonable presumption is
indulged in favor of the arbitrator. Forest Oil, 466 S.W. 3d at 75. Consequently, we will
resolve any doubts about an agreement to arbitrate in favor of arbitration. In re Kellogg
Brown & Root, Inc., 166 S.W.3d 732, 738 (Tex. 2005). Therefore, our role is to decide
whether the parties made a valid and presently enforceable agreement to arbitrate. See
TEX. CIV. PRAC. & REM. CODE § 171.021(b); G.T. Leach Builders, LLC v. Sapphire V.P.,
LP, 458 S.W.3d 502 (Tex. 2015).
Generally, a party seeking to compel arbitration must establish that there is a valid
arbitration agreement and that the claim falls within that agreement’s scope. Kellogg,
166 S.W.3d at 737. Ordinary principals of contract law determine whether there is an
agreement to arbitrate. Id. at 738. The following elements are required for the
formation of a valid and binding contract: (1) an offer; (2) acceptance in strict compliance
with the terms of the offer; (3) a meeting of the minds; (4) each party's consent to the
term; and (5) execution and delivery of the contract with the intent that it be mutual and
binding. Cessna Aircraft Co. v. Aircraft Network, L.L.C., 213 S.W.3d 455, 465 (Tex.
App.—Dallas 2006, pet. denied). Like other contracts, an agreement to arbitrate must
be supported by consideration. In re Palm Harbor Homes, Inc., 195 S.W.3d at 676; In
re AdvancePCS Health L.P., 172 S.W.3d 603, 607 (Tex.2005) (per curiam). An
employer attempting to enforce an arbitration agreement must show that the agreement
meets all requisite contract elements. Id.
5 A misnomer in an arbitration agreement occurs when a party misnames itself or
another party, but the correct parties are involved. See Brown v. Lanier Worldwide, Inc.
124 S.W.3d 883, 895 (Tex. App.—Houston [14th Dist.] 2004, no pet.). Under the theory
of misnomer, a misnomer does not render a judgment void “provided the intention to sue
the correct defendant is evident from the pleadings and process, such that the defendant
could not have been misled”. Charles Brown, L.L.P. v. Lanier Worldwide, Inc., 124
S.W.3d 883, 895 (Tex. App.—Houston [14th Dist.] 2004, no pet.). Courts generally allow
parties to correct a misnomer so long as it is not misleading. In re Greater Houston
Orthopaedic Specialists, Inc., 295 S.W.3d 323, 325–26 (Tex. 2009). Under the FAA,
absent fraud, misrepresentation, or deceit, a party is bound by the terms of the contract
he signed, regardless of whether he read it or thought it had different terms. In re
McKinney, 167 S.W.3d 833, 835 (Tex. 2005). In this light, arbitration agreements are
enforced according to their terms and the intentions of the parties. In re Kaplan Higher
Educ. Corp., 235 S.W.3d 206, 210 (Tex. 2007).
C. Discussion
Raya argues that Rio failed to include Wyatt in the arbitration agreement; therefore,
resolution by arbitration should have been precluded. We disagree.
More specifically, Raya argues that the company name “Wyatt Farms Inc.,” which
is found in the arbitration agreement, is patently different from “Wyatt Hidalgo Farms, Inc.”
and not a party to this suit (emphasis added). He uses this Court’s holding in Loop Cold
Storage Management Company v. Ibarra to support his contention. 2011 WL 2463067,
at *5 (Tex. App.—Corpus Christi June 16, 2011, no pet.) (mem. Op., not designated for
publication). In Ibarra, while Loop Cold Storage Management Company (“Company”)
6 and Loop Cold Storage McAllen, L.P. (“Storage”) were the parties that filed a notice of
appeal, it was undisputed that neither of those parties filed the motion to compel
arbitration in the trial court. Id. at *4. Therefore, we held that because neither Company
nor Storage were denied arbitration by the court each lacked standing to seek appellate
review. Id. at *5. Further, we held that Storage failed to show that Company—the
named party in the arbitration agreement—did not exist prior to filing its notice of appeal.
Id.
We find Ibarra distinguishable. In this case, standing is not implicated because
Wyatt is a party to this appeal. Additionally, unlike in Ibarra, Rio presented evidence of
the misnomer error for the trial court’s consideration prior to the trial court’s affirmation of
the arbitration award. Namely, Rio’s evidence showed that “Wyatt Farms”—the named
party in the arbitration agreement—was a misnomer for Wyatt Hidalgo. Nonetheless,
the trial court ordered that Raya’s claims against Wyatt would proceed to arbitration,
regardless of the misnomer. Accordingly, Raya’s reliance on Ibarra is misplaced, and
his contention that Wyatt Hidalgo is patently different than Wyatt Farms does not negate
his acceptance of the contract terms.
The arbitration agreement, in relevant part, defines “company” as a party to the
arbitration agreement as an “entity (ies) and person(s) set forth on Schedule A.”
Schedule A, which was attached to the arbitration agreement, included “Wyatt Farms,
Inc.” and “Wyatt Ranches,” as well as “all employees, officers, directors, agents,
franchisors, franchisees, successors, representatives, predecessors, affiliated or related
entities or companies of the entity(ies) and/or person(s) listed in Schedule A.” We
conclude that this provision included Wyatt as a party to the arbitration agreement
7 because it is undisputed that it is an affiliated entity of Rio.
Even assuming arguendo that Wyatt Farms is not a misnomer and that Rio
intended to bind itself with a remote Wyatt Farms (which Rio has no affiliation with
whatsoever), arbitration is still enforceable because Wyatt is an affiliate of Rio. 2 The
undisputed record shows that Rio and Wyatt are affiliated companies that share common
ownership, directors, and management. The arbitration agreement included “all
employees, officers, directors, agents, franchisors, franchisees, successors,
representatives, predecessors, affiliated or related entities or companies” of Rio
(emphasis added). More importantly, Raya did not dispute that Wyatt was an affiliated
entity of Rio and was, therefore, able to compel arbitration. Rather, Raya’s position is
encapsulated by the fact that the arbitration agreement included the name Wyatt Farms
rather than Wyatt Hidalgo. Hence, Wyatt’s affiliation with Rio went undisputed by Raya.
Notwithstanding the entities expressly named in the arbitration agreement, the trial court
granted the arbitration award and confirmed the take-nothing judgment in favor of Wyatt.
Furthermore, Raya has not asserted, nor does he argue on appeal, that there was fraud,
deceit or misrepresentation involved in his signing of the agreement. As a result, he is
bound by the agreement. See In re Palm Harbor Homes, Inc. 195 S.W.3d 672, 676
(Tex. 2006).
Therefore, because we conclude that Wyatt is an affiliate of Rio, or alternatively
because a misnomer does not render an arbitration agreement unenforceable, we
2After a Secretary of State Office search, Raya acknowledges that the only registered companies by the name of Wyatt Farms are located in South Carolina and Virginia, which are not associated with Rio. “Wyatt Farms” is not registered in the State of Texas.
8 overrule Raya’s first, second, and third issues.
III. ARBITRATION AWARD
By his final issue, Raya argues that the trial court improperly granted the arbitration
award. Specifically, Raya argues that trial court improperly granted summary judgment
in favor of Wyatt based on the arbitrator’s take-nothing judgment as to Rio.3
Although we review de novo a trial court's judgment confirming an arbitration
award, we give “strong deference to the arbitrator with respect to issues properly left to
the arbitrator's resolution.” Black, 443 S.W.3d at 162 (citing Xtria L.L.C. v. Int'l Ins.
Alliance Inc., 286 S.W.3d 583, 591 (Tex. App.—Texarkana 2009, pet. denied)). Our
review focuses on the integrity of the process, not the propriety of the result. Id.; Ancor
Holdings, LLC v. Peterson, Goldman & Villani, Inc., 294 S.W.3d 818, 826 (Tex. App.—
Dallas 2009, no pet.); Women's Reg'l Healthcare, P.A. v. FemPartners of N. Tex., Inc.,
175 S.W.3d 365, 367–68 (Tex. App.—Houston [1st Dist.] 2005, no pet.). In this case,
the parties' agreement does not “contain a provision allowing for an expanded judicial
review of the arbitrator's decision, so our review is limited to determining whether the
matters the arbitrator decided were within the scope of the parties' agreements to
arbitrate.” Black, 443 S.W.3d at 162.
3 The record indicates that the trial court did not grant Wyatt summary judgment as Raya asserts. Rather, the trial court confirmed two separate take-nothing awards in favor of Rio and Wyatt. Thus, the trial court merely affirmed the arbitrator’s take-nothing judgment in favor of Wyatt and did not independently rule on the merits of Wyatt’s summary judgment that was raised before the arbitrator. As a result, we do not construe Raya’s argument as a challenge to the arbitration award as set forth in sections 10 and 11 of the United States Code. See 9 U.S.C.A. § § 10, 11 (West, Westlaw through Ch. 46 2015 R.S.).
9 B. Discussion
In the instant case, the agreement expressly requires arbitration of all claims that
arise from: “any injury suffered by Claimant while in the Course and Scope of Claimant’s
employment with Company, including but not limited to. . . all claims for personal injuries.”
Also, the agreement defines the “scope of employment” to include:
an activity of any kind or character that has to do with and originates in the work, business, trade or profession of an employer. . . while engaged in or about the furtherance of the business of an Employer, including activities conducted on the premises of an Employer or at other locations designated by the Employer.
Thus, we hold that this language evinces a personal injury claim that sufficiently falls
within the scope of the arbitration provision, and is thus subject to arbitration. See In re
ReadyOne Industries, Inc. 294 S.W.3d 764, 770 (Tex. App.—El Paso 2009, orig.
proceeding). Having concluded Raya’s claim fall within the scope of the arbitration
agreement, we overrule his last issue.
V. CONCLUSION
We affirm the trial court’s judgment.
GINA M. BENAVIDES, Justice
Delivered and filed the 23rd day of July, 2015.