Nutex Health Inc.; Nutex Health, LLC; and Tyvan, LLC v. Kyle ER, LLC; Kyle Assets, LLC; and Micro Hospital EP, PLLC

Summary

The Texas Court of Appeals, Third District, considers an interlocutory appeal from the denial of a motion to compel arbitration. The court holds that direct-benefits estoppel does not require the Hospital Companies to arbitrate their claims against nonsignatory administrators because the requested relief and remaining claims arise from the service contracts, not the Hospital Company Agreements containing arbitration provisions. The court affirms the trial court’s order.

Holdings

1. Direct-benefits estoppel did not require arbitration because the Hospital Companies' claims did not seek a direct benefit from, and did not require reference to, the Hospital Company Agreements containing the arbitration provisions.
2. The Hospital Companies did not obtain a direct benefit under the Hospital Company Agreements by obtaining their books and records, financial-account access, operational access, or enforcement of termination of the Administrators' services.
3. The remaining claims did not have to be determined by reference to the Hospital Company Agreements and therefore were not subject to arbitration through direct-benefits estoppel.
4. The Administrators could not compel arbitration based on their invocation of a limitation-of-liability provision in an internal company agreement to which they were not signatories and which was not otherwise necessary to resolve the claims.

Questions Presented

1. Whether direct-benefits estoppel required the Hospital Companies to arbitrate their claims against nonsignatory Administrators.
2. Whether the Hospital Companies obtained a direct benefit under the Hospital Company Agreements by obtaining books and records, enforcing resolutions terminating the Service Contracts, and obtaining related injunctive relief.
3. Whether the Hospital Companies' remaining claims for breach of contract, conversion, and unjust enrichment or money had and received had to be determined by reference to the Hospital Company Agreements.
4. Whether the Administrators could compel arbitration by invoking a limitation-of-liability or business-judgment-rule provision in a Hospital Company Agreement.

Disposition

affirmed