At [Satterwhite=E2=80=99s] election, =
[IPA] agree[s] that=20
all disputes of any kind between the parties arising out of or in=20
connection with these respective independent agreements shall be =
submitted=20
to binding arbitration which would be administered by the American =
Arbitration Association or National Arbitration and Mediation. =
With regard=20
to all other matters, exclusive jurisdiction and venue shall vest =
in the=20
Nineteenth Judicial District of Lake County, Illinois, Illinois =
law=20
applying.
<=
/SPAN>One=20
month later, Satterwhite sued IPA in Harris County, Texas for =
common law=20
fraud, violations of the DTPA, and negligent misrepresentation. =
IPA filed=20
a motion to dismiss, and, after a hearing, the trial court granted =
IPA=E2=80=99s=20
motion.
Standard of=20
Review
<=
/SPAN>We=20
review the enforcement of a forum selection clause for an abuse of =
discretion. Phoenix Network Techs. (Europe) Ltd. v. Neon Sys.,=20
Inc., 177 S.W.3d 605, 610 (Tex. App.=E2=80=94Houston [1st =
Dist.] 2005, no=20
pet.). However, we review contractual interpretation of a forum =
selection=20
clause de novo. Id.
Forum =
Selection=20
Clause
<=
/SPAN>In=20
our analysis, we must determine whether the parties have =
contracted to=20
=E2=80=9Csubmit to a particular jurisdiction.=E2=80=9D In the =
present case, Satterwhite=20
argues that the first sentence of the arbitration and forum =
selection=20
clause=E2=80=94=E2=80=9Cdisputes of any kind out of or in =
connection with these respective=20
independent agreements=E2=80=9D=E2=80=94 does not choose a =
particular jurisdiction, but=20
gives Satterwhite an option of either submitting its claims to =
arbitration=20
or filing suit (it is silent regarding the venue for claims =
arising out of=20
the agreement). Satterwhite argues that the second sentence of the =
clause=E2=80=94=E2=80=9Cwith regard to all other =
matters=E2=80=9D=E2=80=94chooses the jurisdiction of Lake=20
County, Illinois, as it pertains to any claims that do not =
arise=20
out of or in connection with the independent agreement at=20
issue.
<=
/SPAN>When=20
interpreting a contract, we must first determine whether the =
provisions in=20
question are ambiguous. Coker v. Coker, 650 S.W.2d 391, 394 =
(Tex.=20
1983). A contract is ambiguous if, after examining the contract as =
a whole=20
in light of the circumstances existing at the time the contract =
was signed=20
and after applying the rules of construction, its meaning is =
uncertain and=20
doubtful or it is reasonably susceptible to more than one meaning. =
Id. at 393.
<=
/SPAN>Satterwhite=20
argues that an absence of a mandatory venue requirement in the =
arbitration=20
phrase means that Satterwhite could file a lawsuit in any court =
with=20
jurisdiction where proper venue lay. It further asserts that lack =
of a=20
mandatory venue requirement in the arbitration phrase is ambiguous =
because=20
it could refer to any county and state where IPA has purposefully =
availed=20
itself and established minimum contacts sufficient to confer =
jurisdiction.=20
We disagree. The arbitration and forum selection clause requires =
any=20
Satterwhite claim against IPA to be litigated in Lake County, =
Illinois.=20
<=
/SPAN>In=20
Texas, forum selection clauses are enforceable provided (1) the =
parties=20
have contractually consented to submit to a particular =
jurisdiction and=20
(2) the other state recognizes the validity of such provisions.=20
Greenwood v. Tillamook Country Smoker, Inc., 857 S.W.2d =
654, 656=20
(Tex. App.=E2=80=94Houston [1st Dist.] 1993, no =
writ).
<=
/SPAN>Satterwhite=20
argues that, if it chose not to arbitrate, in the absence of a =
mandatory=20
venue requirement, it could file a lawsuit in any court with =
jurisdiction=20
where proper venue lay. When interpreting contracts, the primary =
concern=20
of this Court is to give effect to the parties=E2=80=99 intentions =
as expressed in=20
the contract. See Lenape Resources Corp. v. Tennessee Gas =
Pipeline=20
Co., 925 S.W.2d 565, 574 (Tex. 1996). In determining the =
parties=E2=80=99=20
intentions, intent must be taken from the agreement itself, not =
from the=20
parties=E2=80=99 present interpretation. Sun Oil Co. (Delaware) =
v. Madeley,=20
626 S.W.2d 726, 731 (Tex. 1981). The agreement will be enforced as =
the=20
parties have made it, without regard to whether they contracted =
wisely.=20
See Jamestown Partners, L.P. v. City of Fort Worth, 83 =
S.W.3d 376,=20
381 (Tex. App.=E2=80=94Fort Worth 2002, pet. =
denied).
<=
/SPAN>The=20
phrase =E2=80=9C[w]ith regard to all other matters=E2=80=9D refers =
to matters that are not=20
submitted to binding arbitration. Consequently, when the forum =
selection=20
phrase is read in the context of the arbitration phrase contained =
in the=20
same clause, its meaning becomes clear=E2=80=94Satterwhite can (1) =
elect to submit=20
the controversy to binding arbitration or (2) file suit in Lake =
County,=20
Illinois. Therefore, unless it opted to submit the claim to =
arbitration,=20
Satterwhite was bound by the terms of the agreement to bring this =
suit in=20
Lake County, Illinois. Accordingly, the trial court did not abuse =
its=20
discretion in granting IPA=E2=80=99s motion to dismiss, and we =
overrule=20
Satterwhite=E2=80=99s sole issue.
Conclusion
<=
/SPAN>We=20
affirm the judgment of the trial court.
&=
nbsp; &n=
bsp; &nb=
sp; &nbs=
p; =
; George=20
C. Hanks, Jr.
&=
nbsp; &n=
bsp; &nb=
sp; &nbs=
p; =
; Justice
Panel consists of Justices Nuchia, =
Hanks, and=20
Higley.