     Case: 19-20495      Document: 00515397230         Page: 1    Date Filed: 04/28/2020




           IN THE UNITED STATES COURT OF APPEALS
                    FOR THE FIFTH CIRCUIT
                                                                         United States Court of Appeals
                                                                                  Fifth Circuit


                                        No. 19-20495                            FILED
                                                                            April 28, 2020
                                                                           Lyle W. Cayce
MOTIS ENERGY, L.L.C.,                                                           Clerk

              Plaintiff - Appellant

v.

SWN PRODUCTION COMPANY, L.L.C.,

              Defendant - Appellee




                   Appeal from the United States District Court
                        for the Southern District of Texas
                              USDC No. 4:17-CV-962


Before STEWART, DENNIS, and HAYNES, Circuit Judges.
PER CURIAM:*
       Motis Energy, L.L.C. (“Motis”) appeals the district court’s order
granting SWN Production Company, L.L.C. (“SWN”) attorneys’ fees. For the
reasons set forth below, we AFFIRM the district court’s judgment.
                                   I.     Background
       In 2015, SWN and Motis Energy, a Division of Infinity Oilfield
Services, LLC (“Motis-DI”), entered into a Commercial Oilfield Services



       * Pursuant to 5TH CIR. R. 47.5, the court has determined that this opinion should not
be published and is not precedent except under the limited circumstances set forth in 5TH
CIR. R. 47.5.4.
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                                    No. 19-20495
Agreement (the “Agreement”).            The Agreement set the terms for services
Motis-DI supplied to SWN at its drilling sites. The price terms for these
services were contained in rate sheets.
      In 2016, a dispute arose between Motis and SWN; Motis claimed that
SWN had outstanding payments owed to Motis-DI based on the rate sheets.
Later that year, Motis-DI assigned to Motis “all claims, demands, and cause
or causes of action” that Motis-DI may have had against SWN. With this
assignment of claims, Motis sued SWN in federal district court, alleging
among other claims that SWN breached the Agreement. The jury found that
although SWN failed to comply with the Agreement, SWN’s failure was
excused. The district court entered a take-nothing judgment in favor of SWN.
      Following the take-nothing judgment, SWN moved for attorneys’ fees,
alleging that it was entitled to recover the fees under the Agreement. Motis
responded, claiming that SWN had no contractual right to recover attorneys’
fees from Motis because Motis was a nonparty to the Agreement. The district
court granted SWN’s motion in part, 1 finding that SWN was entitled to
recover reasonable attorneys’ fees as the prevailing party in a suit brought
under the Agreement. Motis timely appealed the district court’s grant of
attorneys’ fees to SWN.
                                  II.     Discussion
      The sole issue on appeal is whether SWN was contractually entitled to
recover attorneys’ fees incurred in the underlying litigation from Motis.
Motis argues that it was a nonparty to the Agreement and thus the attorneys’
fees provision does not apply to it.         Motis claims that although Motis-DI
assigned a portion of the Agreement to Motis, that assignment did not subject
Motis to the entirety of the Agreement.


      1 The court denied the full amount of SWN’s requested attorneys’ fees, awarding as
reasonable a reduced amount.
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                                      No. 19-20495
       Whether contract language permits an award of attorneys’ fees is a
question of law that we review de novo. Offshore Drilling Co. v. Gulf Copper
& Mfg. Corp., 604 F.3d 221, 227 (5th Cir. 2010).                 Texas substantive law
applies in this diversity case. See Mathis v. Exxon Corp., 302 F.3d 448, 461
(5th Cir. 2002). Under Texas law, a prevailing party may recover “attorneys’
fees ‘only if specifically provided for by statute or contract.’” Merritt Hawkins
& Assocs. v. Gresham, 861 F.3d 143, 155 (5th Cir. 2017) (quoting Epps v.
Fowler, 351 S.W.3d 862, 865 (Tex. 2011)).
       Texas law recognizes the doctrine of direct-benefits estoppel.                In re
Weekley Homes, L.P., 180 S.W.3d 127, 134–35 (Tex. 2005).                      Under this
doctrine, a nonparty to a contract may be subject to the contract’s terms if it
“consistently and knowingly insists that others treat it as a party” subject to
the contract. 2    Id. (footnotes omitted).       Thus, if a nonparty to a contract
“embrace[s]” the contract, the nonparty is subject to the contract’s terms.
Noble Drilling Servs., Inc. v. Certex USA, Inc., 620 F.3d 469, 473 (5th Cir.
2010). Applying this doctrine, we have held that a nonparty can be subject to
a contract’s terms “by knowingly seeking and obtaining ‘direct benefits’ from
that contract,” “by seeking to enforce the terms of that contract,” or by
“asserting claims that must be determined by reference to that contract.” Id.
       Here, Motis is a nonparty to the Agreement. But Motis embraced the
Agreement by seeking to enforce its terms. Motis’s argumentthat it did not
embrace the entirety of the Agreement because it was assigned the right to
Motis-DI’s claims, not the entire contractlacks merit. 3 When a plaintiff


       2Motis argues that this doctrine applies only for the enforcement of forum selection
and arbitration clauses. But Motis cites no support for this assertion. In Shakeri v. ADT
Security Services, Inc., for example, we applied this doctrine to nonparty tort claims under
Texas law. 816 F.3d 283, 291 (5th Cir. 2016) (per curiam).
       3Even if we assume arguendo that a party is subject to only those contractual terms
it embraced, Motis’s argument fails. Throughout the litigation, Motis “consistently and
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                                     No. 19-20495
sues to enforce a contract to which it was not a party, the Supreme Court of
Texas has held, as have we, that the plaintiff subjects itself to the entirety of
the contract terms. E.g., Shakeri v. ADT Sec. Servs., Inc., 816 F.3d 283, 291
(5th Cir. 2016) (per curiam) (holding that because the plaintiffs asserted
breach of contract claims under a contract they were not a party to, the
plaintiffs were bound by the contract’s terms); In re FirstMerit Bank, N.A., 52
S.W.3d 749, 755–56 (Tex. 2001) (holding that by joining their parents’
contract claim, the children “subjected themselves to the contract’s terms”
even though they never signed the agreement). Thus, the doctrine of direct-
benefits estoppel prevents Motis from prevailing on its theory that, as a
nonparty, it is not subject to the Agreement’s attorneys’ fees provision. Motis
subjected itself to the attorneys’ fees provision of the Agreement when it sued
SWN to enforce the Agreement.
                                  III.   Conclusion
       For the foregoing reasons, we AFFIRM the district court’s grant of
attorneys’ fees to SWN.




knowingly” insisted that it could recover attorneys’ fees under the Agreement. See In re
Weekley Homes, 180 S.W.3d at 135 (footnotes omitted). Thus, even though Motis was
assigned a limited portion of the Agreement, Motis, in seeking attorneys’ fees under the
Agreement, sought to “enforce the terms of that contract” provision and thereby became
subject to at least the attorneys’ fees provision of the Agreement. See Noble Drilling, 620
F.3d at 473.
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